Asset Sale Deed- Joondalup Health Campus



 Exhibit 10 
  

CLAYTON UTZ 
  
 Asset Sale Deed - Joondalup Health Campus 
 [Collocated Hospitals and Privatised Hospitals] 
  
 Mayne Group Limited ACN 004 073 410 
 MGL or Seller 
  
 Joondalup Hospital Pty Limited ACN 106 723 193 
 Buyer 
  
 The parties listed in Schedule 12 
 Other
Indemnifying Parties 
  
 If you have any
questions about the details of this document 
 please contact Rod Halstead on + 61 2 9353 4000 
  
 Clayton Utz Lawyers 
 Levels 22-35 No. 1 O’Connell Street Sydney NSW 2000 Australia 
 PO Box H3 Australia Square Sydney NSW 1215 
 T + 61 2 9353 4000 F + 61 2 8220 6700 
  
 www.claytonutz.com 
  
 Our
reference Rod Halstead/Jonathan Algar/21724491 
  
 Liability limited by the
Solicitors Scheme, approved under the Professional Standards Act 1994 (NSW) and by our Terms of Engagement 







 Table of Contents 
  

	 1.
	  	 Definitions and interpretation
	  	1
				
	 	  	 1.1
	  	 Definitions
	  	1
	 	  	 1.2
	  	 Umbrella Deed
	  	13
	 	  	 1.3
	  	 Other Indemnifying Parties
	  	13
			
	 2.
	  	 Conditions Precedent and C&P Completion Conditions
	  	14
				
	 	  	 2.1
	  	 Conditions Precedent to the sale of the Assets - Seller
	  	14
	 	  	 2.2
	  	 Loan arrangements
	  	14
	 	  	 2.3
	  	 Conditions
	  	14
	 	  	 2.4
	  	 Buyer Default
	  	14
	 	  	 2.5
	  	 Seller Default
	  	15
	 	  	 2.6
	  	 Consequences of termination
	  	15
	 	  	 2.7
	  	 Acknowledgements
	  	16
	 	  	 2.8
	  	 Conduct of Hospital Business
	  	16
	 	  	 2.9
	  	 Pre-Completion Employee Arrangements
	  	17
	 	  	 2.10
	  	 Guarantees
	  	19
	 	  	 2.11
	  	 Material cost
	  	19
			
	 3.
	  	 Sale of Assets - Seller Group
	  	19
				
	 	  	 3.1
	  	 Sale of Assets - Seller Group
	  	19
	 	  	 3.2
	  	 Purchase Price
	  	19
			
	 4.
	  	 Balancing payments
	  	20
				
	 	  	 4.1
	  	 Available Cash
	  	20
	 	  	 4.2
	  	 Operating Loss
	  	20
	 	  	 4.3
	  	 Notional Tax Amount
	  	20
			
	 5.
	  	 Purchase Price and payments
	  	20
				
	 	  	 5.1
	  	 Pre-Adjustment Purchase Price
	  	20
	 	  	 5.2
	  	 Apportionment following adjustment
	  	21
			
	 6.
	  	 C&P Completion
	  	21
				
	 	  	 6.1
	  	 C&P Completion place and date
	  	21
	 	  	 6.2
	  	 Seller’s obligations on C&P Completion
	  	21
	 	  	 6.3
	  	 Buyer’s obligations on C&P Completion
	  	23
	 	  	 6.4
	  	 Delivery
	  	24
	 	  	 6.5
	  	 Title
	  	24
	 	  	 6.6
	  	 Risk and entitlement to profits
	  	24
	 	  	 6.7
	  	 Interdependence
	  	24
	 	  	 6.8
	  	 Conduct until MFL Shares are registered
	  	24
	 	  	 6.9
	  	 Notice to complete
	  	24
			
	 7.
	  	Novation and Assignment of Hospital Business Contracts - Seller Group and Equipment Leases -
Seller Group	  	25
				
	 	  	 7.1
	  	 Novation or assignment on C&P Completion
	  	25
	 	  	 7.2
	  	 Obligations pending or if no novation or assignment
	  	26
	 	  	 7.3
	  	 Obligations if novation or assignment is not possible
	  	26
	 	  	 7.4
	  	 Indemnities
	  	27
	 	  	 7.5
	  	 Transfer of Assets under Equipment Leases - Seller Group
	  	27
			
	 8.
	  	 Novation and Assignment of Leases- Seller Group
	  	28
				
	 	  	 8.1
	  	 Novation or assignment on C&P Completion
	  	28
	 	  	 8.2
	  	 Obligations pending or if no novation or assignment
	  	28
	 	  	 8.3
	  	 Obligations if novation or assignment is not possible
	  	29
	 	  	 8.4
	  	 Indemnities
	  	29









	 9.
	  	 Release of Seller’s Guarantees
	  	29
				
	 	  	 9.1
	  	 Release
	  	29
	 	  	 9.2
	  	 Indemnity
	  	30
			
	 10.
	  	 Shared arrangements
	  	30
				
	 	  	 10.1
	  	 Shared Contracts
	  	30
	 	  	 10.2
	  	 Shared Assets
	  	30
			
	 11.
	  	 Employees and Independent Contractors
	  	31
				
	 	  	 11.1
	  	 Provision of employment or engagement
	  	31
	 	  	 11.2
	  	 Payments to Employees and Independent Contractors
	  	31
	 	  	 11.3
	  	 Recognition of prior service
	  	32
	 	  	 11.4
	  	 Indemnity for Employees and Independent Contractors
	  	32
	 	  	 11.5
	  	 Employee Lists and Independent Contractor Lists
	  	33
			
	 12.
	  	 Superannuation
	  	33
			
	 13.
	  	 Trade Debts - Seller Group
	  	34
			
	 14.
	  	 Plant and equipment
	  	34
			
	 15.
	  	 Liabilities
	  	35
			
	 16.
	  	 Going concern
	  	35
			
	 17.
	  	 Loan arrangements
	  	35
				
	 	  	 17.1
	  	 Determination of Available Cash or Operating Loss
	  	35
	 	  	 17.2
	  	 Available Cash Loan
	  	37
	 	  	 17.3
	  	 Operating Loss Loan
	  	37
	 	  	 17.4
	  	 Failure to make an Available Cash Loan or Operating Loss Loan
	  	37
	 	  	 17.5
	  	 No Interest
	  	37
	 	  	 17.6
	  	 Repayment
	  	37
	 	  	 17.7
	  	 Method of Repayment
	  	38
	 	  	 17.8
	  	 Tax office ruling
	  	38
	 	  	 17.9
	  	 Notional Tax Amount
	  	38
	 	  	 17.10
	  	 Court Order
	  	38
		
	 Schedule 1 Hospital; Hospital Licence; Act
	  	47
		
	 Schedule 2 Obligations relating to the Conditions Precedents
	  	48
		
	 Schedule 3 Hospital Licence C&P Completion Condition
	  	53
		
	 Schedule 4 Finance Arrangements C&P Completion Condition
	  	55
		
	 Schedule 5 Business Names - Seller Group
	  	57
		
	 Schedule 6 Intellectual Property - Seller Group
	  	58
		
	 Schedule 7 Hospital Business Contracts - Seller; Shared Contracts
	  	59
		
	 Schedule 8 Equipment Leases - Seller Group
	  	60
		
	 Schedule 9 Leasehold Premises - Seller Group
	  	61
		
	 Schedule 10 Deed of Novation of Lease; Deed of Assignment of Lease
	  	62
		
	 Schedule 11 Seller’s Guarantees
	  	79
		
	 Schedule 12 Other Indemnifying Parties
	  	80
		
	 Annexure A Diagnostics Agreements
	  	81








 Deed dated 21 October 2003 
  

	Parties	  	Mayne Group Limited ACN 004 073 410 of Level 21, 390 St Kilda Road, Melbourne, Victoria 3004, Australia (“MGL” or “Seller”)
		
	 	  	Joondalup Hospital Pty Limited ACN 106 723 193 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia (“Buyer”)
		
	 	  	and
		
	 	  	Australian Newco Holdings Pty Limited ACN 106 722 347 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Port Macquarie Hospital Pty Limited ACN 106 723 399 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Logan Hospital Pty Limited ACN 106 723 406 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Melbourne Hospital Pty Limited ACN 106 723 415 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Noosa Privatised Hospital Pty Limited ACN 106 723 380 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Caboolture Hospital Pty Limited ACN 106 723 219 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Frances Perry Hospital Pty Limited ACN 106 723 228 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	Armidale Hospital Pty Limited ACN 106 723 200 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	P.O.W. Hospital Pty Limited ACN 106 723 871 of c/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales 2000, Australia
	 	  	(collectively with the Buyer, the “Newco Group” and each a “Newco Group Member”)

  
 Recitals 
  

	A.	MGL owns certain assets which are used exclusively in carrying on the Hospital Business. MGL has agreed to sell and the Buyer has agreed to purchase these assets upon the terms and
conditions of this Deed. 

  

	B.	On or about the date of this Deed, the parties have entered into an Umbrella Deed in relation to the sale of the Australian Hospital Business. 

  
 The parties agree 
  

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  
 In this document: 
  
 “Accruals” has the meaning given in the Umbrella Completion Accounting Principles. 
  
 “Accruals Liability - Seller Group” means all obligations,
whether arising before, on or after C&P Completion exclusively in relation to the Hospital Business, in respect of or in connection with the Accruals which, but for this Deed, MGL would be obliged or liable to pay, carry out, perform, observe or
complete after C&P Completion. 
  
 “Act”
means the Act specified in Part C of Schedule 1. 







 “Annual Bond Coupon Amount” means an amount equal to $9,623,536; 
  
 “Asset Sale Expiry Date” means the date which is 12 months
after the Umbrella Completion Date, or such later date as the parties agree in writing. 
  
 “Assets” means individually and collectively: 
  

	 	(a)	the Goodwill; 

  

	 	(b)	the Fixed Assets; 

  

	 	(c)	the Prepayments; 

  

	 	(d)	the Intellectual Property Rights; 

  

	 	(e)	the right to be registered as proprietor of the Business Names; 

  

	 	(f)	the Business Records; 

  

	 	(g)	the Trade Debts; 

  

	 	(h)	the Stock; 

  

	 	(i)	the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group; 

  

	 	(j)	the Seller’s right, title and interest in the Equipment Leases - Seller Group; 

  

	 	(k)	the Seller’s right, title and interest in the Leases - Seller Group; 

  

	 	(1)	the Seller’s right, title and interest in the Hospital Licence; 

  

	 	(m)	the Seller’s right, title and interest in the Government Contracts; and 

  

	 	(n)	the MFL shares. 

  
 “Assets - Seller Group” means individually and collectively: 
  

	 	(a)	the Goodwill - Seller Group; 

  

	 	(b)	the Fixed Assets - Seller Group; 

  

	 	(c)	the Prepayments - Seller Group; 

  

	 	(d)	the Intellectual Property Rights - Seller Group; 

  

	 	(e)	the right to be registered as proprietor of the Business Names - Seller Group; 

  

	 	(f)	the Business Records - Seller Group; 

  

	 	(g)	the Trade Debts - Seller Group; 

  

	 	(h)	the Stock - Seller Group; 

  

	 	(i)	the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group; 

  

	 	(j)	the Seller’s right, title and interest in the Equipment Leases - Seller Group; 

  

	 	(k)	the Seller’s right, title and interest in the Leases - Seller Group; 









	 	(1)	the Seller’s right, title and interest in the Hospital Licence; 

  

	 	(m)	the Seller’s right, title and interest in the Government Contracts; and 

  

	 	(n)	the MFL Shares, 

  
 and all other assets which are owned by the Seller and used exclusively in the conduct of the Hospital Business but excludes the Excluded Assets.

  
 “Assume” in relation to the Buyer means the
Buyer must assume, pay, carry out, perform, observe, complete and comply with each and every obligation and Liability as if each and every one of those obligations and Liabilities were (to the extent not already performed) the obligation and
Liability of the Buyer. 
  
 “Assumed
Liabilities” means: 
  

	 	(a)	the Accruals Liability - Seller Group; 

  

	 	(b)	the Hospital Business Contracts Liability - Seller Group; 

  

	 	(c)	the Lease Liability - Seller Group; 

  

	 	(d)	the Equipment Lease Liability - Seller Group; 

  

	 	(e)	the Trade Creditors Liability - Seller Group; 

  

	 	(f)	the Independent Contractor Liability; and 

  

	 	(g)	the Employee Liability, 

  
 but only to the extent to which they relate to the Hospital Business and excluding the Excluded Liabilities. 
  
 “Australian Hospital Business” has the meaning given in the
Umbrella Deed. 
  
 “Available Cash” means the
amount by which the cash received by MGL exceeds the cash paid by MGL in relation to the Hospital Business less the Notional Tax Amount. For the avoidance of doubt, the cash paid by MGL includes any payments to the Buyer under the Shared Services
Agreement. 
  
 “Available Cash Loan” means the
principal amount of each loan from MGL to the Buyer made in accordance with clause 17.2 (together “Available Cash Loans”). 
  
 “Bond Restructure” means the proposal to repay a portion of the Existing Bonds. 
  
 “Business Day” means a day, not being a Saturday, Sunday or
public holiday, on which banks are generally open for business in the State. 
  
 “Business Names” means the business names exclusively used in respect of the Hospital Business, but excluding those containing a Reserved Name. 
  
 “Business Names - Seller Group” means the Business Names
registered to the Seller identified in Schedule 5. 
  
 “Business Records” means all current operational records exclusively relating to the Assets or the Hospital Business, including: 
  

	 	(a)	service, promotional, descriptive, sales, trade and application literature and other advertising material and catalogues; 









	 	(b)	records relating to the Trade Debts; 

  

	 	(c)	supplier lists; 

  

	 	(d)	stock records, manufacturing, engineering and purchasing data sheets and bills of material; 

  

	 	(e)	wages, employment benefit, other benefit, payroll and personnel records of the Employees - Seller Group; 

  

	 	(f)	all computer software exclusively used in or relating exclusively to the Hospital Business and: 

  

	 	(i)	owned by the Seller; or 

  

	 	(ii)	licensed to the Seller under a Hospital Business Contract - Seller Group which can be lawfully transferred to the Buyer, 

  
 together with any computer records, including source code, object code,
programmers notes and technical, functional and performance-related documents, associated with such software and owned by, or licensed under the applicable Hospital Business Contract - Seller Group to the Seller; 
  

	 	(g)	all records of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group; 

  

	 	(h)	copies of lease documentation, correspondence and documents relating to on-going issues and financial files for the Leases - Seller Group; and 

  

	 	(i)	stationery. 

  
 “Business Records - Seller Group” means the Business Records owned by, or licensed to, the Seller which can be lawfully transferred to the Buyer but excluding the Excluded Records. 
  
 “Buyer Default” means any breach by the Buyer of its
obligations under Schedule 2, 3 or 4. 
  
 “Buyer
Group” means the Buyer and each of its Related Bodies Corporate and where the context requires or allows, “Buyer Group Member” means any one or more of them. 
  
 “Buyer’s Fund” has the meaning given in clause 12. 
  
 “Calculation Date” means each 31 March, 30 June, 30
September and 31 December falling after the Asset Sale Expiry Date until C&P Completion or, if earlier, the Repayment Date. 
  
 “Calculation Period” means, in relation to a Calculation Date, the three month period ending on that Calculation Date provided that the
first Calculation Period will commence on the Asset Sale Expiry Date and end on the next Calculation Date. 
  
 “C&P Completion” means completion of this Deed and the sale and purchase of the Assets - Seller Group in accordance with the terms of
this Deed. 
  
 “C&P Completion Conditions”
means the conditions to C&P Completion described in paragraph 1 of Schedule 3 and in Schedule 4. 
  
 “C&P Completion Date” means the date set out in clause 6.1. 







 “C&P Hospital Business” means the business of operating all of the Collocated and
Privatised Hospitals carried on by the Seller other than the Hospital. 
  
 “Collocated and Privatised Hospitals” means the following hospitals: 
  

	 	(a)	Armidale Private Hospital, Armidale; 

  

	 	(b)	Caboolture Private Hospital, Caboolture; 

  

	 	(c)	Frances Perry Private Hospital, Carlton; 

  

	 	(d)	Joondalup Health Campus, Joondalup; 

  

	 	(e)	Logan Private Hospital, Meadowbrook; 

  

	 	(f)	The Melbourne Private Hospital, Parkville; 

  

	 	(g)	Noosa Hospital, Noosaville; 

  

	 	(h)	Port Macquarie Base Hospital, Port Macquarie; and 

  

	 	(i)	Prince of Wales Private Hospital, Randwick. 

  
 “Conditions Precedent” means: 
  

	 	(a)	Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed; and 

  

	 	(b)	each of the Conditions Precedent in paragraph 2 of Schedule 2 is satisfied and waived in accordance with the provisions of Schedule 2, 

  
 and “Condition Precedent” means any one of them as the
context indicates. 
  
 “Confidentiality Deed”
means the Confidentiality Deed between MGL and each of Ironbridge Capital Pty Ltd (dated 21 July 2003), BOS International (Australia) Limited, Credit Suisse First Boston (dated 5 August 2003) and CVC Asia Pacific Limited relating to the
transaction contemplated by this Deed and the related sale process. 
  
 “Consultancy Agreement” means the Consultancy Agreement entered into between the Buyer and MGL on Umbrella Completion. 
  
 “Corporations Act” means the Corporations Act 2001 (Commonwealth). 
  
 “Deed” means this document including its Schedules and Annexures. 
  
 “Diagnostics Agreements” means the diagnostic imaging and
pathology lease and services agreements between MGL as operator and a Seller Group Member as service provider to be entered into prior to C&P Completion in the form annexed as Annexure A. 
  
 “Disclosure Material” has the meaning given in the Umbrella
Deed. 
  
 “Divestment Businesses” has the
meaning given in the Umbrella Deed. 
  
 “Employee
Liability” means the Buyer’s obligations in respect of Employees - Seller Group set out in clause 11.4. 
  
 “Employees - Seller Group” means those individuals employed by the Seller exclusively in the Hospital Business as at the date of this
Deed and any other individuals who are employed by the Seller exclusively in the Hospital Business in the period between the date of this Deed and C&P Completion. 







 “Encumbrance” has the meaning given in the Umbrella Deed. 
  
 “Equipment Lease Liability - Seller Group” means all
obligations, whether arising before, on, or after C&P Completion, under the Equipment Leases - Seller and which, but for this Deed, the Seller would be obliged to pay, carry out, perform, observe or complete after C&P Completion. 

 
 “Equipment Leases - Seller Group” mean all equipment,
financing or operating leases or other hiring arrangements (but excluding the Leases - Seller Group), exclusively relating to the Hospital Business to which the Seller is a party including those set out in Schedule 8. 
  
 “Escrow Agent” has the meaning given in the Umbrella Deed.

  
 “Escrow Agreement” means the escrow
agreement entered into between the Buyer, MGL and the Escrow Agent on or about the date of this Deed. 
  
 “Escrow Amount” means the Pre-Adjustment Purchase Price as may be adjusted in accordance with the Umbrella Deed including any interest
thereon. 
  
 “Excess Amount” means the
amount by which the Reduction Amount exceeds $4,445,054 (and if the Reduction Amount does not exceed $4,445,054 it shall be deemed to be zero); 
  
 “Excluded Assets” means: 
  

	 	(a)	cash including cash on hand and funds held with any bank or financial institution; 

  

	 	(b)	any debtors of the Seller as at C&P Completion other than the Trade Debts - Seller Group; 

  

	 	(c)	the Excluded Business Records; and 

  

	 	(d)	any rights, title, interests or assets of the Seller which are not used exclusively in the Hospital Business. 

  
 “Excluded Business Records” means those of the Business
Records that the Seller is required by Law to retain and debtor records other than records relating to the Trade Debts - Seller Group. 
  
 “Excluded Liabilities” means any Liabilities of the Seller to the extent that they do not relate to the Hospital Business. 
  
 “Existing Bonds” means all bonds issued under the Finance
Arrangements as at the date hereof. 
  
 “Expiry”
means expiry of all of the Government Contracts. 
  
 “Finance Arrangements” means the Finance Documents and the Security Documents; 
  
 “Finance Documents” has the meaning given to it in Schedule 4. 
  
 “Financiers” means each person (however defined) lending or advancing money under the Finance Documents;

  
 “Fixed Assets” means those items of computer
hardware (including desktop computers, laptop computers and servers) and other information technology related fixed assets, capital 








 
work in progress, assets under construction, plant and equipment, machinery, office furniture, office machines, office equipment, appliances, fittings and
spare parts and maintenance materials in relation to any of the foregoing and the Seller’s Group right, title and interest in any leasehold improvement in respect of any of the foregoing used by the Seller exclusively in the Hospital Business
as at C&P Completion. 
  
 “Fixed Assets - Seller
Group” means those Fixed Assets owned by the Seller and described in the column marked “Joondalup Health Campus” in the Last Accounts, subject to any adjustment in the column marked “Joondalup Health Campus” of the
Umbrella Completion Accounts. 
  
 “Former Employee”
means, in respect of the Seller, any person who was an employee of the Seller at any time before C&P Completion but is not so employed as at C&P Completion. 
  
 “Goodwill” means the goodwill in and attaching to the Hospital Business. 
  
 “Goodwill - Seller Group” means the Goodwill owned by the
Seller and described in the column marked “Joondalup Health Campus” in the Last Accounts, subject to any adjustment in the column marked “ Joondalup Health Campus” of the Umbrella Completion Accounts. 
  
 “Government Contracts” has the meaning given to that term
in Schedule 2. 
  
 “Government Party” has
the meaning given to that term in Schedule 2. 
  
 “Group” and “Group Member” have the meaning defined in the Share and Asset Sale Deed. 
  
 “Group General Manager Hospitals” means Robert Cooke. 
  
 “GST” has the meaning given to it in the GST Act. 
  
 “GST Act” means the A New Tax System (Goods and Services
Tax) Act 1999 (Commonwealth) as amended and any related imposition legislation. 
  
 “Head Office Contracts” means all agreements and arrangements of a corporate head office nature to which the Seller is a party which are entered into on a group wide basis and which do not relate
exclusively to the Hospital Business, including agreements and arrangements concerning the provision of fuel cards to Employees and corporate credit cards to Employees and arrangements for corporate travel. 
  
 “Health Fund Contracts” means all agreements and
arrangements between the Seller and any health fund including: 
  

	 	(a)	an organisation registered under Part VI of the National Health Act 1953 (Cth); 

  

	 	(b)	the Australian Regional Health Group Limited; 

  

	 	(c)	the Australian Health Service Alliance Limited; 

  

	 	(d)	the Department of Veterans’ Affairs; 

  

	 	(e)	the Transport Accident Commission of Victoria; 

  

	 	(f)	the Motor Accident Authority of New South Wales; 

  

	 	(g)	the Motor Accident Insurance Commission of Queensland; or 

  

	 	(h)	the Insurance Commission of Western Australia. 








 “Hospital” means the hospital listed in Part A of Schedule 1. 

 
 “Hospital Business” means the business of operating the
Hospital carried on by the Seller in Australia at the date of this Deed, but excluding: 
  

	 	(a)	any other health service business carried on by MGL not requiring a private hospital licence; 

  

	 	(b)	the supply of inputs to the provision of services by those hospitals, including, supplying pharmaceuticals, pharmaceutical services, equipment, diagnostic imaging services and
pathology services; 

  

	 	(c)	wholesaling and distribution of products sold in pharmacies to retail pharmacies; 

  

	 	(d)	wholesaling and distribution of various pharmaceutical products and medical consumables to hospitals; 

  

	 	(e)	the provision of certain retail and marketing services to pharmacies (including retail branding, back office support and technology and pharmacy finance guarantors);


  

	 	(f)	the Indonesian Hospital Business; 

  

	 	(g)	the Non C&P Hospital Business; 

  

	 	(h)	the C&P Hospitals Business; 

  

	 	(i)	the Divestment Businesses; and 

  

	 	(j)	the Retained Business. 

  
 “Hospital Business Contracts - Seller Group” means all agreements, leases, licences, contracts, arrangements (including hiring
arrangements), understandings or orders entered into, made or accepted by or on behalf of MGL and relating exclusively to the Hospital Business which are, in whole or in part, executory as at C&P Completion including all contracts listed in
Part A of Schedule 7 but excluding: 
  

	 	(a)	the Health Fund Contracts; 

  

	 	(b)	the Leases - Seller Group; 

  

	 	(c)	the Equipment Leases - Seller Group; 

  

	 	(d)	any agreements, leases, licences, contracts, arrangements (including hiring arrangements), understandings or orders to the extent they relate to the Excluded Assets or a business
other than the Hospital Business; 

  

	 	(e)	any agreements, leases, licences, contracts, arrangements (including hiring arrangements), understandings or orders to the extent they relate to borrowings or other financial
accommodation made available to the Seller; 

  

	 	(f)	any contracts or policies of insurance to which the Seller is a party or which have been issued in favour of the Seller; 

  

	 	(g)	any foreign currency purchase, sale, hedge, swap or like agreement or arrangement; 

  

	 	(h)	any agreements with another Seller Group Member; 

  

	 	(i)	the Shared Contracts; and 









	 	(j)	the Head Office Contracts. 

  
 “Hospital Business Contracts Liability - Seller Group” means all obligations, whether arising before, on or after C&P Completion,
under the Hospital Business Contracts - Seller Group and which, but for this Deed, MGL would be obliged or liable to pay, carry out, perform, observe or complete after C&P Completion. 
  
 “Hospital Licence” means the licence issued referred to in
Part B of Schedule 1. 
  
 “Independent
Contractors - Seller Group” means those individuals engaged by the Seller exclusively in the Hospital Business as at the date of this Deed together with any other individuals who are engaged by the Seller exclusively in the Hospital
Business in the period between the date of this Deed and C&P Completion. The term “Independent Contractors - Seller Group” does not include any such individual whose engagement terminates prior to C&P Completion. 
  
 “Independent Contractor Liability” means the Buyer’s
obligations to Independent Contractors - Seller Group set out in clause 11.4. 
  
 “Indonesian Hospitals” means RS International Bintaro, Jakarta, RS Mitra International, Jakarta and Surabaya International Hospital, Surabaya. 
  
 “Indonesian Hospital Business” means the business of
operating the Indonesian Hospitals carried on by the Seller. 
  
 “Intellectual Property Rights” means the intellectual property and know-how which are exclusively used by the Seller in the Hospital Business but excluding the Trade Marks – Excluded. 
  
 “Intellectual Property Rights - Seller Group” means the
Intellectual Property Rights which are owned by the Seller including the intellectual property described in Schedule 6. 
  
 “KPMG” means KPMG of 45 Clarence Street, Sydney, NSW 2000. 
  
 “Last Accounts” has the meaning given in the Umbrella Deed. 
  
 “Law” includes all statutes, regulations, by-laws,
ordinances and other delegated legislation and any rule of common law, contract, tort or equity from time to time and “lawfully” means in conformance with all such laws and the provisions of any relevant contract. 
  
 “Lease Liability- Seller Group” means any Liability,
whether arising before, on or after C&P Completion, under the Leases - Seller Group. 
  
 “Leasehold Premises - Seller Group” means the leased properties listed in Schedule 9. 
  
 “Leases - Seller” means the leases or agreements for lease relating to the Leasehold Premises - Seller Group. 
  
 “Liability” means: 
  

	 	(a)	any debt or other monetary liability or penalty, fine or payment or any damage, loss, cost, charge or expense on any account and in any capacity, irrespective of whether the debt,
liability, penalty, fine, payment, damage, loss, cost, charge or expense is: 

  

	 	(i)	present or future, matured or unmatured; 

  

	 	(ii)	actual, prospective or contingent; 









	 	(iii)	a contractual, tortious, legal, equitable or statutory obligation; 

  

	 	(iv)	ascertained or unascertained at any time; 

  

	 	(v)	owed, incurred or imposed by or on account of any person alone or severally or jointly with another person; 

  

	 	(vi)	owed, incurred or imposed to or for the account of any person alone or severally or jointly with another person; 

  

	 	(vii)	owed, incurred or imposed as a principal obligation or by way of surety or indemnity; 

  

	 	(viii)	owed, incurred or imposed as interest, fees, charges, taxes, duties or other imposts; 

  

	 	(ix)	owed, incurred or imposed as compensation or damages, whether for breach of contact or tort or on any other basis, or as losses, costs or expenses or on any other account; or


  

	 	(x)	any combination of any of the foregoing paragraphs; or 

  

	 	(b)	any contractual, tortious, statutory, legal equitable or other obligation or liability to do or perform any act or to refrain from doing or performing any act.


  
 “Loan Structure” means the
loan arrangement set out in clause 16. 
  
 “MFL”
means Mayne Finance Limited ACN 005 755 742. 
  
 “MFL
Shares” means all shares in the issued share capital of MFL of which MGL is a registered and beneficial owner. 
  
 “Non C&P Hospital Business” has the meaning given in the Umbrella Deed. 
  
 “Notional Tax Amount” has the meaning given in clause 4.3.

  
 “Officer” means, in relation to a
corporation, an officer within the meaning of section 82A of the Corporations Act. 
  
 “Operating Loss” means the amount by which the cash paid by MGL exceeds the cash received by MGL in relation to the Hospital Business. 
  
 “Operating Loss Loan” means the principal amount of each loan from the Buyer to MGL made in accordance with
clause 16.3 (together “Operating Loss Loans”). 
  
 “Order” means an order, ruling or determination by any court or competent authority which restricts the operation of the loan arrangements in clause 17. 
  
 “Other Indemnifying Parties” means the parties listed in Schedule 12. 
  
 “Other Parties” has the meaning given in paragraph 4 of
Schedule 2. 
  
 “Performance Period” has the
meaning given by section 974-35(3) of the Income Tax Assessment Act 1997 (Cth). 
  
 “Premises” means the Leasehold Premises - Seller Group. 
  
 “Pre-Adjustment Purchase Price” means [*]. 


	[*]	Certain confidential portions of these exhibits have been omitted pursuant to a request for confidential treatment and filed separately with the Commission.









 “Prepayments” has the meaning given in the Umbrella Completion Accounting Principles to
the line item entitled “Prepayments” in the Last Accounts. 
  
 “Prepayments - Seller Group” means Prepayments paid or made by MGL as described in the column marked “Joondalup Health Campus” in the Last Accounts subject to any adjustment in the column marked “Joondalup
Health Campus” in the Umbrella Completion Accounts. 
  
 “Project Documents” has the meaning given to it in Schedule 4: 
  
 “Purchase Price” has the meaning given in clause 3.2. 
  
 “Reduction Amount” means the amount by which the Annual Bond Coupon Amount is reduced as a consequence of the Bond Restructure.

  
 “Related Body Corporate” has the meaning
given in section 9 of the Corporations Act 
  
 “Remaining
Bonds” means all bonds remaining on issue under the Finance Arrangements after the Bond Restructure has been successfully completed. 
  
 “Repayment Date” means the first to occur of: 
  

	 	(a)	the date on which this Deed is terminated under clause 2.6 and 2.7 as a consequence of a Seller Default or a Buyer Default; 

  

	 	(b)	C&P Completion; or 

  

	 	(c)	the date on which Expiry occurs. 

  
 “Representative” of a party includes an adviser, agent, director, employee, joint venturer, officer, partner or sub-contractor of that
party. 
  
 “Reserved Names” means
“Mayne”, and any name containing the word “Mayne” and any name substantially similar to or reasonably capable of confusion with the word “Mayne”. 
  
 “Retained Business” has the meaning given to it in the
Share and Asset Sale Deed. 
  
 “Satisfaction Date”
means the earlier of: 
  

	 	(a)	the date which is 24 months after execution of this Deed; and 

  

	 	(b)	the date which is 6 months after satisfaction or waiver of the Condition Precedent in accordance with this Deed. 

  
 “Security” means the security constituted by the Security
Documents and each other Encumbrance granted by the Seller over the Asset - Seller Group. 
  
 “Security Documents” means the Healthcare Trust No. 1 Security Trust Deed dated 8 June 1999 between the Trustee, the Security Trustee and MGL. 
  
 “Seller Default” means: 
  

	 	(a)	any breach by the Seller of its obligations under Schedule 2, 3 or 4; or 

  

	 	(b)	termination by the Other Parties of all of the Government Contracts, except if the Buyer has in any way contributed to the termination of any or all of these Government Contracts
other than by its performance of this Deed; or 

  

	 	(c)	MGL becomes insolvent or enters into liquidation (other than for the purposes of amalgamation or reconstruction) or if a receiver, administrator or similar officer is appointed in
respect of the whole or part of any undertaking of MGL. 








 “Seller Group” means MGL and each of its Related Bodies Corporate (but excluding all
Group Members) and where the context requires or allows “Seller Group Member” means any one or more of them. 
  
 “Seller’s Guarantees” means all securities, letters of credit, letters of comfort, guarantees and indemnities provided by or on
behalf of the Seller to support the operation of the Hospital Business (or any part of it) as listed in Schedule 11. 
  
 “Seller’s Superannuation Fund” means the Mayne Group Limited Superannuation Fund. 
  
 “Share and Asset Sale Deed” has the meaning given in the
Umbrella Deed. 
  
 “Shared Assets” means assets
used by the Seller Group both for purposes: 
  

	 	(a)	of the Hospital Business; and 

  

	 	(b)	other than the Hospital Business, 

  
 excluding the Assets which are the subject of the Shared Services Agreement. 
  
 “Shared Contracts” means the agreements or arrangements with third parties which are listed in Part
B of Schedule 7 that relate partly to the Hospital Business and partly to any business of the Seller other than the Hospital Business and including the Head Office Contracts. 
  
 “Shared Services Agreement” has the meaning given to it in the Umbrella Deed. 
  
 “State Consent Date” means the date on which the State of
Western Australia (acting through the Western Australian Minister of Health) consents to the novation of all Project Documents to the Buyer or its nominee. 
  
 “Stock” means all the stock in trade exclusively relating to the Hospital Business owned by the Seller at C&P Completion, including
all raw materials, factory supplies, components, work in progress, finished goods, packaging materials, spare parts, consumables, uniforms, stationery and goods in transit. 
  
 “Stock - Seller Group” means the Stock owned by the Seller described in the column marked “Joondalup
Health Campus” in the Last Accounts, subject to any adjustment in the column marked “Joondalup Health Campus” in the Umbrella Completion Accounts. 
  
 “Tax” has the meaning given in the Share and Asset Sale Deed. 
  
 “Taxable Income” means the amount calculated in accordance
with the principles in the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997. 
  
 “Trade Creditors” means all debts and other money which at or after C&P Completion are or become owing by the Seller in relation to
goods or services sold or provided to the Seller exclusively in respect of the Hospital Business on or prior to C&P Completion. 
  
 “Trade Creditors Liability - Seller Group” means all obligations, whether arising before, on or after C&P Completion, in respect of
or in connection with the Trade Creditors which, but for this Deed, the Seller would be obliged or liable to pay, carry out, perform, observe or complete after C&P Completion. 
  
 “Trade Debtors - Seller Group” means all persons who owe a Trade Debt - Seller Group. 







 “Trade Debts” means: 
  

	 	(a)	all the debts and other money owed at C&P Completion to MGL to the extent that they relate to goods or services sold or provided by MGL; 

  

	 	(b)	accrued revenue from discharged patients and inpatients to the extent they relate to goods or services sold or provided by MGL; 

  

	 	(c)	all other debts and other money owed at C&P Completion including proceeds from the sale of property, plant and equipment, 

  
 exclusively in respect of the Hospital Business up to that time. 

 
 “Trade Debts - Seller” means those Trade Debts owed to
or accrued by the Seller described in the columns marked “ Joondalup Health Campus” in the Last Accounts, subject to any adjustment in the column marked “Joondalup Health Campus” in the Umbrella Completion Accounts. 

 
 “Trade Marks - Excluded” has the meaning given in the
Umbrella Deed. 
  
 “Transaction Agreements” has
the meaning given to it in the Umbrella Deed. 
  
 “Transferring Employees” means such of the Employees - Seller who accept the Buyer’s offer of employment made under clause 11.1. 
  

“Transferring Independent Contractors” means such of the Independent Contractors - Seller who accept the Buyer’s offer of
engagement made under clause 11.1. 
  
 “Umbrella
Completion Accounts” has the meaning given in the Umbrella Deed. 
  
 “Umbrella Completion Accounting Principles” has the meaning given in the Umbrella Deed. 
  
 “Umbrella Completion Date” has the meaning given in the Umbrella Deed. 
  
 “Umbrella Deed” means the deed so titled between MGL, Mayne Healthcare Holdings Pty Ltd and Australian
Newco Holdings Pty Ltd ACN 106 722 347 on or about the date of this Deed. 
  

	1.2	Umbrella Deed 

  

	 	(a)	The parties have entered into an Umbrella Deed in relation to certain aspects of the sale of the Assets - Seller. The Umbrella Deed is supplementary to this Deed.


  

	 	(b)	In the event of any inconsistency between this Deed and the Umbrella Deed, the Umbrella Deed shall prevail. 

  

	1.3	Other Indemnifying Parties 

  

	 	(a)	In consideration for the Sellers entering into this Deed with the Buyer, each indemnity granted by the Buyer pursuant to this Deed is hereby also granted by each of the Other
Indemnifying Parties. 

  

	 	(b)	Without limiting the Buyer’s obligations under this Deed, every reference in this Deed to the “Buyer” relating to an indemnity shall be read as if it was a reference
to the “Buyer” and each of the Other Indemnifying Parties. 

  

	 	(c)	The obligations and liabilities assumed by, and rights conferred on, the Buyer and the Other Indemnified Parties pursuant to the provisions referred to in clause 1.3(b) binds and
benefits them jointly and severally. 









	 	(d)	A reference in this Deed to a “party” or “the parties” does not include any of the Other Indemnified Parties, except to the extent necessary to give effect to
this clause 1.3. 

  

	2.	Conditions Precedent and C&P Completion Conditions 

  

	2.1	Conditions Precedent to the sale of the Assets - Seller 

  
 The terms of this Deed, other than this clause 2, clause 17, Schedules 2, 3 and 4 and those provisions of clause 1 which are relevant to the
operation or construction of these clauses and Schedules, have no force or effect and do not become binding on the parties unless and until: 
  

	 	(a)	Completion (as defined in the Share and Asset Sale Deed) occurs under the Share and Asset Sale Deed; and 

  

	 	(b)	on or before the Asset Sale Expiry Date each of the: 

  

	 	(i)	conditions precedent in paragraph 2 of Schedule 2 is satisfied or waived in accordance with the provisions of Schedule 2; and 

  

	 	(ii)	C&P Completion Conditions is satisfied or waived in accordance with the provisions of Schedule 3. 

  

	2.2	Loan arrangements 

  
 The terms of clause 17 have no force and effect and do not become binding on the parties unless and until the earlier of: 
  

	 	(a)	a failure to satisfy or waive the conditions in clause 2.l(b) by the Asset Sale Expiry Date; and 

  

	 	(b)	the date notified by the Buyer pursuant to an election under clause 2.11(b). 

  

	2.3	Conditions 

  
 Each party must comply with all its obligations (whether before or after the Asset Expiry Date): 
  

	 	(a)	in Schedule 2, until such time as the conditions precedent in paragraph 2 of Schedule 2 are satisfied or waived; 

  

	 	(b)	in Schedule 3, until such time as the C&P Completion Conditions in Schedule 3 are satisfied or waived; and 

  

	 	(c)	in Schedule 4, until such time as the C&P Completion Conditions in Schedule 4 are satisfied or waived. 

  

	2.4	Buyer Default 

  
 If there is a Buyer Default on or before the Asset Expiry Date which: 
  

	 	(a)	is not remedied within 28 days of notice of the Buyer Default by MGL to the Buyer; or 









	 	(b)	is incapable of being remedied, 

  
 MGL may at any time, at its discretion, terminate this Deed with immediate effect by giving the Buyer notice to that effect. 
  

	2.5	Seller Default 

  
 If there is a Seller Default on or before the Asset Sale Expiry Date which: 
  

	 	(a)	is not remedied within 28 days of notice of a Seller Default by the Buyer to MGL; or 

  

	 	(b)	is incapable of being remedied, 

  
 the Buyer may at its discretion, terminate this Deed with immediate effect by giving MGL notice to that effect. 
  

	2.6	Consequences of termination 

  
 If this Deed is terminated under clause 2.4 and clause 2.5, then: 
  

	 	(a)	each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 2.6;


  

	 	(b)	the Buyer must immediately reimburse MGL (or procure that a relevant Buyer Group Member reimburses MGL) for the service charges paid by MGL to the Buyer under clause 7(c) of the
Shared Services Agreement; 

  

	 	(c)	if this Deed is terminated as a result of Buyer Default: 

  

	 	(i)	the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts; 

  

	 	(ii)	prior to taking any steps to terminate or breach the Government Contracts, MGL must consult with the Buyer in relation to such termination or breach to enable the Buyer to mitigate
any damage it considers it may suffer as a result of the termination or breach; 

  

	 	(iii)	the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in terminating or breaching the Government Contracts; and


  

	 	(iv)	MGL will instruct the Escrow Agent in writing to pay the Escrow Amount to MGL as MGL may direct; 

  

	 	(d)	if this Deed is terminated as a result of Seller Default, the Buyer must instruct the Escrow Agent in writing to pay the Escrow Amount to the Buyer as the Buyer may direct;


  

	 	(e)	each party retains the rights it has against the other party in respect of any past breach or any claim that has arisen before termination; and 

  

	 	(f)	the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital
Business, including the Business Records in accordance with the Confidentiality Deed. 

  
 The Buyer represents and warrants to MGL that the reimbursement under clause 2.6(b) is not a penalty. Neither the Buyer nor any Buyer Group Member may
assert that this reimbursement is a penalty. The Buyer indemnifies MGL against any Liabilities suffered or incurred by MGL if this reimbursement is a penalty. 








	2.7	Acknowledgements 

  

	 	(a)	The parties acknowledge that nothing in this Deed will be taken as constituting: 

  

	 	(i)	unless and until the Conditions Precedent in clause 2.1 are satisfied in accordance with this clause 2, the sale, transfer or assignment, disposal, conveyance, loss, relinquishment
or parting with possession (or agreement to do any of the aforementioned) to the Buyer of any of the Assets or any interest therein; 

  

	 	(ii)	the mortgage, charge, encumbrance, pledge, lien, loan, subletting, underletting (or agreement to do any of the aforementioned) to the Buyer of any of the Assets;


  

	 	(iii)	the creation in favour of the Buyer of: 

  

	 	A.	a security or preferential interest or similar arrangement over any of the Assets; 

  

	 	B.	a mortgage, charge, encumbrance, hypothecation, pledge, lien, loan, subletting or underletting of any of the Assets; 

  

	 	C.	any other right or arrangement to have any claims the Buyer may have against MGL, satisfied prior to other creditors with or from the proceeds of realisation of any of the Assets;
or 

  

	 	(iv)	MGL and the Buyer as partners or joint venturers in relation to the operation of the Hospital or any of the Assets. 

  

	 	(b)	Subject to clause 2.6(b), the parties acknowledge that unless and until the Conditions Precedent and C&P Completion Conditions are satisfied in accordance with this clause 2, it
is not MGL’s intention at the date of this Deed: 

  

	 	(i)	cease to operate the Hospital; 

  

	 	(ii)	cease to conduct all or any part of the Hospital Business; or 

  

	 	(iii)	resign as the operator of the Hospital. 

  

	 	(c)	For the avoidance of doubt, a reference to Assets in this clause 2.8 includes without limitation: 

  

	 	(i)	MGL’s right, title and interest in any of the Government Contracts; 

  

	 	(ii)	MGL’s right to operate the Hospital; and 

  

	 	(iii)	MGL’s right to occupy the Premises. 

  

	2.8	Conduct of Hospital Business 

  
 MGL must, after Umbrella Completion: 
  

	 	(a)	continue to conduct the Hospital Business in the ordinary course of business as it was carried on immediately prior to Umbrella Completion; and 









	 	(b)	continue to provide the same classes and levels of insurance as maintained by the Seller Group Members immediately prior to Umbrella Completion; 

  
 unless any of the foregoing would, in MGL’s reasonable opinion,
constitute a breach of the Government Contracts or the Law. 
  

	2.9	Pre-Completion Employee Arrangements 

  

	 	(a)	With effect from the date of this Deed until C&P Completion (“Liaison Period”), MGL must procure that no Seller Group Member in respect of or relating to some
or all of the Employees - Seller Group enters into, or agrees to enter into, any industrial award, agreement (certified, registered or otherwise) or other arrangement or understanding concerning some or all of such employees and/or contractors
(“Arrangement”) except in the ordinary course of business as determined by the Group General Manager Hospitals. 

  

	 	(b)	During the Liaison Period, if: 

  

	 	(i)	a Seller Group Member proposes to enter into, agree to enter into, or to initiate or participate in any negotiations or discussions in respect of, any Arrangement;


  

	 	(ii)	there is any other industrial development (including actual, threatened or pending industrial action, disputation, litigation or proceedings) (“Industrial Action”)
in respect of or relating to some or all of the Employees - Seller Group (“Business Persons”); or 

  

	 	(iii)	any meeting or discussions will, or are proposed to, be held or occur between representatives of a Seller Group Member and representatives of a union, employee organisation or
Business Persons relating to some or all of the Business Persons, 

  
 (each an “Industrial Event”), then MGL must: 
  

	 	(iv)	keep the Buyer informed of the Industrial Event including the circumstances giving rise to, and the reasons for, and the ongoing status of the Industrial Event and the associated
circumstances; 

  

	 	(v)	provide the Group General Manager Hospitals, with full and free access to all correspondence, notices, documents and other records in the possession or control of any Seller Group
Member relating to the Industrial Event; 

  

	 	(vi)	in the case of any such proposed meeting or discussion, give the Group General Manager Hospitals the right to attend and participate in any such meeting or discussions and give him
reasonable notice of the time and place of the meeting or discussions, together with details of the proposed topics of discussion; 

  

	 	(vii)	keep the Buyer informed of the outcome of any meetings with unions during the Liaison Period; and 

  

	 	(viii)	except to the extent such would breach any Law, comply with any conditions and requirements notified, and written directions given, by the Buyer in accordance with clause 2.9(c).










	 	(c)	If an Industrial Event occurs or arises at any time during the Liaison Period: 

  

	 	(i)	the Buyer may, in its absolute discretion, do any or all of the following in respect of any proposed Arrangement: 

  

	 	A.	consent to the Arrangement either unconditionally or subject to such conditions or requirements as are notified by the Buyer to MGL; or 

  

	 	B.	withhold its consent to the Arrangement without giving reasons; and 

  

	 	(ii)	MGL will procure that any relevant Seller Group Members take (or fail to take) or do (or fail to do) any action or thing in respect of, arising out of, or in connection with, that
Industrial Event or the circumstances giving rise to the Industrial Event as reasonably determined by the Group General Manager Hospitals including, in the case of any Industrial Action, relating to the conduct of any dispute or of any litigation or
proceedings in any industrial tribunal or court. 

  

	 	(d)	Without in any way limiting the obligations imposed by clause 2.9(c), during the Liaison Period, MGL must consult with the Buyer and ensure that each Seller Group Member takes all
action and does all things within its power to limit the risk of any of the Business Persons making or bringing any claim, demand, action or proceedings in respect of retirement, redundancy, severance payments or any similar costs
(“Redundancy Payments”), including: 

  

	 	(i)	being prepared to accept the resignation of Employees who are not covered by an industrial award or agreement (certified, registered or otherwise) and who resign to accept an offer
of employment with the Buyer on the terms contemplated by the form of offer applicable to that employee; 

  

	 	(ii)	using reasonable endeavours to adopt and maintain the position that Employees will not be entitled to a Redundancy Payment if they refuse to accept an offer of employment or
engagement by the Buyer; 

  

	 	(iii)	making all applications to relevant industrial tribunals as are available to any Seller Group Member to remove any obligations that would otherwise apply under any industrial awards
or agreements (whether certified, registered or otherwise) to make Redundancy Payments in respect of any employees or contractors because of the offers of suitable alternative employment or engagement to be made, or made, by the Buyer in accordance
with this Deed, whether or not those offers are accepted by those employees or contractors; 

  

	 	(iv)	co-operating with the Buyer to seek to secure: 

  

	 	A.	the agreement and support of all relevant unions and employee organisations in respect of all applications referred to in clause 2.9(d)(iii); and 

  

	 	B.	union endorsement of the position referred to in clause 2.9(d)(ii) having regard to the offers of suitable alternative employment or engagement to be made, or made, by the Buyer to
Employees. 

  

	 	(e)	The Buyer indemnifies each Seller Group Member against any Liability it suffers or incurs in respect of the costs arising from any application to relevant industrial tribunals under
clause 2.9(d)(iii). 









	2.10	Guarantees 

  

	 	(a)	Notwithstanding any other provision in this Deed (including those contained in any schedule or annexure), no natural person will be required to give any personal or entity any
personal guarantee or undertaking. 

  

	 	(b)	If the Buyer is requested to procure a performance guarantee or similar undertaking from Australian Newco Holdings Pty Ltd ACN 106 722 347 in order to satisfy the Conditions
Precedent in Schedule 2 or to satisfy the conditions in Schedule 3, the Buyer must provide such guarantee or undertaking. 

  

	2.11	Material cost 

  

	 	(a)	Notwithstanding any other provision in this Deed (including those contained in any schedule or annexure), the Buyer’s obligations contained in Schedule 2 and 3 of this Deed are
limited to the use of its best endeavours and the Buyer shall not be required to incur or agree to incur any material cost in excess of $100,000 in order to satisfy the Conditions Precedent in Schedule 2 or to satisfy the conditions in Schedule 3.


  

	 	(b)	If: 

  

	 	(i)	the Buyer is required to incur or to agree to incur any material cost in excess of $100,000 in order to satisfy the Conditions Precedent in Schedule 2 or to satisfy the conditions
in Schedule 3; and 

  

	 	(ii)	the Buyer considers that the cost is excessive having regard to the Hospital Business at any time prior to the Asset Expiry Date 

  
 the Buyer may by notice in writing to MGL elect that the terms of clause 17
of this Deed shall apply on a date no earlier than 10 Business Days after the date of the notice, and the terms of clause 17 of this Deed will so apply on the date notified by the Buyer. 
  

	3.	Sale of Assets - Seller Group 

  

	3.1	Sale of Assets - Seller Group 

  
 MGL agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller the Assets - Seller Group free from any Encumbrance on the terms and
conditions of this Deed. 
  

	3.2	Purchase Price 

  
 The Purchase Price payable for the Assets - Seller Group is the Pre-Adjustment Purchase Price apportioned in accordance with clause 5.1, adjusted in
accordance with clause 2.8 and 3.2(b) of the Umbrella Deed and further adjusted in accordance with clause 5.2. 








	4.	Balancing payments 

  

	4.1	Available Cash 

  
 On the earlier of the Asset Expiry Date and C&P Completion, MGL must pay to the Buyer any Available Cash by way of a reduction to the Pre-Adjustment
Purchase Price. 
  

	4.2	Operating Loss 

  
 On the earlier of the Asset Expiry Date and C&P Completion, the Buyer must pay to MGL any Operating Loss by way of an addition to the Pre-Adjustment
Purchase Price. 
  

	4.3	Notional Tax Amount 

  

	 	(a)	The Notional Tax Amount is the tax that would be payable on the Taxable Income of the Hospital Business for each tax year as if that business were a stand alone taxpayer.


  

	 	(b)	MGL is entitled to deduct from the Available Cash an amount equal to the Notional Tax Amount at the end of each tax year. 

  

	 	(c)	For the avoidance of doubt the Notional Tax Amount cannot be negative. 

  

	 	(d)	For the avoidance of doubt when calculating the Taxable Income for a tax year any Tax Losses of an earlier tax year can be used to reduce Taxable Income. 


 

	5.	Purchase Price and payments 

  

	5.1	Pre-Adjustment Purchase Price 

  

	 	The	Pre-Adjustment Purchase Price shall be apportioned in accordance with the following principles: 

  

	 	(a)	$ 1.00 for the MFL Shares; 

  

	 	(b)	for the Fixed Assets - Seller Group, their tax written down value; 

  

	 	(c)	for the Stock - Seller Group, the value of the Stock - Seller Group as set out in the column marked “Joondalup Health Campus” in the Last Accounts;


  

	 	(d)	for the Trade Debts - Seller Group, the value of the Trade Debts - Seller Group as set out in the column marked “Joondalup Health Campus” in the Last Accounts;


  

	 	(e)	for the Prepayments - Seller Group, the value of the Prepayments - Seller Group as set out in the column marked “Joondalup Health Campus” in the Last Accounts;


  

	 	(f)	$1.00 for the Seller’s right, title and interest in the Equipment Leases - Seller; 

  

	 	(g)	$1.00 for the Seller’s right, title and interest in the Leases - Seller; and 

  

	 	(h)	the balance for the: 

  

	 	(i)	Intellectual Property Rights - Seller Group; 

  

	 	(ii)	Business Records - Seller Group; 

  

	 	(iii)	the right to be registered as the proprietor of the Business Names - Seller Group; 









	 	(iv)	the Seller’s right, title and interest in the Hospital Licence; 

  

	 	(v)	the Seller’s right, title and interest in the Government Contracts; 

  

	 	(vi)	Goodwill - Seller Group; 

  

	 	(vii)	the Seller’s right, title and interest in the Hospital Business Contracts - Seller Group; and 

  

	 	(viii)	any other asset transferred under this Deed. 

  

	 	(i)	$1.00 for any other asset transferred under this Deed. 

  

	5.2	Apportionment following adjustment 

  
 For the purposes of apportionment of the Pre Adjustment Purchase Price as adjusted in accordance with clause 4, any Available Cash shall be subtracted
from and any Operating Loss shall be added to the Pre Adjustment Purchase Price. 
  

	6.	C&P Completion 

  

	6.1	C&P Completion place and date 

  
 C&P Completion will take place at the offices of Clayton Utz, 333 Collins Street, Melbourne, Victoria at 10 a.m. on the date which is 15 Business Days
after the satisfaction of the Conditions Precedent and the C&P Completion Conditions or such other date or place (or both) as MGL and the Buyer may agree in writing. 
  

	6.2	Seller’s obligations on C&P Completion 

  
 On C&P Completion, MGL will: 
  

	 	(a)	(Possession): deliver to the Buyer: 

  

	 	(i)	the Fixed Assets - Seller Group; 

  

	 	(ii)	the Stock - Seller Group; 

  

	 	(iii)	the Business Records - Seller Group; 

  

	 	(iv)	copies of the Excluded Group Business Records; 

  

	 	(v)	hired, leased or any other assets the subject of any of the Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group as are in the possession of the Seller
(subject, where required, to the relevant counterparty’s consent); and 

  

	 	(vi)	possession of the Leasehold Premises - Seller Group (subject, where required, to the relevant lessor’s consent); 

  

	 	(b)	(Business Names): deliver to the Buyer forms required under the relevant legislation in the States and Territories in which the Business Names - Seller Group are registered
to notify the relevant authorities in those States and Territories of the change in proprietorship of the Business Names - Seller Group to the Buyer, each duly executed by MGL; 









	 	(c)	(Transfer of Intellectual Property Rights - Seller Group): deliver to the Buyer duly executed assignments of all registered trademarks, registered designs, patents and
copyrights included in the Intellectual Property Rights - Seller Group, together with all certificates of registration held by MGL in relation thereto; 

  

	 	(d)	(Certificates of registration and originals of Leases - Seller Group, Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group): deliver to the Buyer
originals (where possible, copies where not) of the Leases - Seller Group which have been assigned in accordance with clause 8 and which are in the possession of MGL, and originals of those of the Hospital Business Contracts - Seller Group and
Equipment Leases - Seller Group (including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b)) which have been novated or assigned in accordance with clause 7 and which are in the possession of MGL;


  

	 	(e)	(Notices and documents): deliver to the Buyer such notices and other documents as may be required to be executed or registered by the Seller under any statute in connection
with the sale or assignment of the Assets - Seller Group, provided the Buyer has, at its own cost, prepared such notices and other documents and delivered the same to MGL’s solicitors at least 5 Business Days before the C&P Completion Date;


  

	 	(f)	(Services): surrender or cause to be surrendered all telephone and related lines, electricity, gas and other utility services of the Hospital Business as relate to the
Leasehold Premises - Seller Group, and use its best endeavours to assist the transfer or grant of those services (including the retention of all telephone and facsimile numbers) or, where that is not possible, the grant of new services to the Buyer
or Group; 

  

	 	(g)	(MFL Shares): give and deliver to the Buyer: 

  

	 	(i)	the share certificates for the MFL Shares; 

  

	 	(ii)	completed transfers of the MFL Shares duly executed by MGL in favour of the Buyer as transferee; 

  

	 	(iii)	any consent or consents to the transfers referred to in clause 6.2(g)(ii) contemplated by any pre-emptive rights or provisions in the Constitution of MFL; 


 

	 	(iv)	written resignations with effect from the C&P Completion Date from all of the directors of MFL appointed by MGL, each such director’s and secretary’s resignation to
include an acknowledgement that the director or secretary has no claim for compensation, remuneration or reimbursement against MFL in relation to his or her service or appointment or resignation as a director or secretary of MFL, as appropriate, or
such other form of acknowledgement as is reasonably agreed by the Buyer; 

  

	 	(h)	(Meetings): use its reasonable endeavours to cause a meeting of the directors of MFL to be held at which: 

  

	 	(i)	persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed directors of MFL; 

  

	 	(ii)	persons nominated in writing by the Buyer and having consented in writing to such appointment will be appointed secretaries of MFL; 









	 	(iii)	the directors of MFL resolve to accept the resignations referred to in clause 6.2(g)(iv) with effect immediately after the appointments under clause 6.2(h)(i) and 6.2(h)(ii); and


  

	 	(iv)	the directors of MFL resolve to register the share transfers referred to in clause 6.2(g)(ii) subject to those transfers being stamped (where necessary); 


 

	 	(i)	(Other obligations): perform all other obligations to be performed by it on C&P Completion under this Deed and procure that all other relevant Seller Group Members do the
same. 

  

	6.3	Buyer’s obligations on C&P Completion 

  
 On C&P Completion, the Buyer will: 
  

	 	(a)	(Notice to release purchase price from escrow) give notice in writing to the Escrow Agent of C&P Completion and the Escrow Agent shall cause the payment of the Escrow
Amount to MGL as MGL may direct; 

  

	 	(b)	(Additional payment in relation to novation of Finance Arrangements) pay to MGL (as MGL may direct) an additional sum of: 

  

	 	(i)	$63,800,000 and MGL shall prepay all monies outstanding under the Finance Arrangements at C&P Completion if: 

  

	 	A.	the Financiers do not agree on or before the State Consent Date to the novation of the Finance Arrangements (either in respect of the Existing Bonds or in respect of the Remaining
Bonds) to the Buyer (or its nominee); or 

  

	 	B.	on or before the C&P Completion date such novation has not been completed; or 

  

	 	(ii)	if as a consequence of the Bond Restructure the Annual Bond Coupon Amount is reduced, the aggregate of: 

  

	 	A.	6.7266 multiplied by the (Reduction Amount less the Excess Amount); and 

  

	 	B.	6.5463 multiplied by the Excess Amount, 

  
 and MGL shall prepay amounts outstanding under the Finance Arrangements in respect of the Existing Bonds and all associated Liabilities, so as to ensure
the Annual Bond Coupon Amount at C&P Completion is reduced by an amount equal to the Reduction Amount, if the Financiers agree on or before the State Consent Date to the novation of the Finance Arrangements in respect of the Remaining Bonds to
the Buyer (or its nominee). 
  

	 	(c)	(Assignment or novation) accept from MGL or the relevant Seller Group Member an assignment or novation of such of those of the Leases - Seller, Hospital Business Contracts -
Seller and Equipment Leases - Seller as have been obtained as at the C&P Completion Date (including all documents in relation to the WEF Leasing Arrangements referred to in clause 7.1(b)), and enter into occupation of the Leasehold Premises -
Seller Group. For those Leases - Seller Group for which consent or assignment has not been obtained by the C&P Completion Date, the Buyer shall enter into occupation on the basis of clause 7; 









	 	(d)	(Accept delivery) accept from MGL delivery of the items referred to in clause 6.2(a), 6.2(b) and 6.2(d); 

  

	 	(e)	(Release of guarantees): cause to be delivered to MGL an unconditional release of each Seller’s Guarantee as the Buyer is reasonably able to obtain by the C&P
Completion Date in a form reasonably satisfactory to MGL that it has been able to secure pursuant to clause 9.1; 

  

	 	(f)	(Other obligations): perform all other obligations to be performed by it on C&P Completion under this Deed and procure that all Group Members do the same.


  

	6.4	Delivery 

  
 For the purposes of clause 6.2(a) delivery of any item (other than items in transit) will, where that item is ordinarily located at any of the Premises,
be made by leaving that item at that location on the Premises. 
  

	6.5	Title 

  
 Subject to the necessary third party consents under clauses 7 and 8 and complying with any registration requirements, upon C&P Completion legal and
beneficial ownership of the Assets - Seller Group will pass to the Buyer. 
  

	6.6	Risk and entitlement to profits 

  
 Risk in the Assets - Seller Group passes to the Buyer upon C&P Completion. 
  

	6.7	Interdependence 

  
 Except as the parties otherwise agree in writing, the requirements of clauses 6.2 and 6.3 are interdependent and are to be carried out contemporaneously.
No delivery or payment will be deemed to have been made until all deliveries and payments have been made. 
  

	6.8	Conduct until MFL Shares are registered 

  
 After C&P Completion and until the MFL Shares are registered in the name of the Buyer, MGL must convene, attend and vote at general meetings of MFL or
sign resolutions of MFL as the Buyer reasonably directs in writing. 
  

	6.9	Notice to complete 

  
 Subject to clauses 2.4 and 2.5: 
  

	 	(a)	If MGL fail to satisfy their obligations under this clause 6 on or before the C&P Completion Date, the Buyer may give MGL a notice requiring it to satisfy those obligations
within a period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If MGL fails to satisfy those obligations on the date specified in the Buyer’s notice the Buyer may, without
affecting or limiting any other rights it might have, terminate this Deed by giving MGL written notice to that effect and after any such termination the Buyer will be entitled to sue MGL for breach of contract. 

  

	 	(b)	 If the Buyer fails to satisfy its obligations under this clause 6 on or before the C&P Completion Date or otherwise fails to satisfy its obligations to complete
this Deed, MGL may give the Buyer a notice requiring it to satisfy those obligations within a 











	 	 
period of 10 Business Days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If the Buyer fails to satisfy
those obligations on the date specified in MGL’s notice, MGL may, at its discretion and without affecting or limiting any other rights it might have, terminate this Deed by giving the Buyer written notice to that effect, or seek specific
performance of this Deed. After any such termination MGL will be entitled to: 


  

	 	(i)	sue the Buyer for breach of contract; and 

  

	 	(ii)	resell and procure the resale of the Assets - Seller as owner, 

  
 whereupon the Buyer shall indemnify MGL from and against all Liabilities in relation to the Buyer’s breach of this Deed, including, in the
circumstances set out in paragraph (ii), the deficiency (if any) arising on such resale and all expenses of and incidental to such resale or attempted resale, and the Buyer’s default. 
  

	 	(c)	If this Deed is terminated in accordance with clause 6.9(b): 

  

	 	(i)	each party is released from any obligations to further perform this Deed and this Deed will have no further effect other than as set out in this clause 6.9(c);


  

	 	(ii)	the Buyer acknowledges and agrees that MGL may, as a result, terminate or breach the Government Contracts; 

  

	 	(iii)	the Buyer indemnifies and will keep indemnified MGL against any Liability suffered or incurred by MGL in relation to it terminating or breaching the Government Contracts;


  

	 	(iv)	each party retains the rights it has against the other party in respect of any past breach of any claim that has arisen before termination; and 

  

	 	(v)	the Buyer must return to MGL the Disclosure Materials and any materials in any medium in its possession, power or control, which contain information relating to the Hospital
Business, including the Business Records in accordance with the Confidentiality Deed. 

  

	7.	Novation and Assignment of Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group 

  

	7.1	Novation or assignment on C&P Completion 

  

	 	(a)	From C&P Completion until the date which is 12 calendar months after C&P Completion (“Termination Option Date”), MGL must (and must procure that any
relevant Seller Group Member) use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to obtain all necessary consents to, and to secure, at its discretion, the:


  

	 	(i)	novation to the Buyer of those of the Hospital Business Contracts - Seller as are listed in Part A of Schedule 7 and those of the Equipment Leases - Seller as are
listed in Schedule 8 on terms reasonably acceptable to both the Buyer and MGL; or 

  

	 	(ii)	assignment to the Buyer by and with effect from C&P Completion of the Hospital Business Contracts - Seller Group as are listed in Part A of Schedule 7 and those of
the Equipment Leases - Seller Group as are listed in Schedule 8 on terms reasonably acceptable to both the Buyer and MGL. 









	 	(b)	The Buyer must accept such novation or assignment, assist and co-operate with MGL and each other party to the relevant Hospital Business Contract - Seller Group or Equipment Leases
- Seller Group and the Buyer must execute any agreements or deeds (including a replacement master lease agreement in the case of Equipment Leases - Seller Group and any agreements or deeds so as to ensure that MGL is released from all the continuing
obligations to the extent they relate to the WEF Leasing Arrangements (as set out in Schedule 8) which novations and agreements or deeds in relation to the WEF Leasing Arrangements must have been obtained as at the C&P Completion Date)
that may reasonably be required by the relevant other party as a condition of the other party’s consent. 

  

	 	(c)	Subject to C&P Completion, MGL (on behalf of the relevant Seller Group Member) hereby assigns to the Buyer with effect on and from C&P Completion the benefit of those of the
Hospital Business Contracts - Seller Group not listed in Part A of Schedule 7 in respect of which assignments are permitted without the consent of the other party to the Hospital Business Contract - Seller Group.


  

	7.2	Obligations pending or if no novation or assignment 

  
 If any of the Hospital Business Contracts - Seller Group or the Equipment Leases - Seller Group referred to in clause 7.1 or otherwise, are not novated or
assigned to, or for the benefit of, the Buyer, on and from C&P Completion, then until any novation or assignment occurs or until such Hospital Business Contract - Seller Group or Equipment Lease - Seller Group is terminated or expires under
clause 7.3 or otherwise: 
  

	 	(a)	MGL must (and must procure that all Seller Group Members) use its reasonable endeavours (excluding paying money or providing other valuable consideration to or for the benefit of
any person) to ensure that each Hospital Business Contract - Seller Group or Equipment Leases - Seller Group continues in full force and effect and is held for the benefit of the Buyer or the Group; 

  

	 	(b)	the Buyer or the Group must to the extent that it is lawfully able, perform on behalf of the relevant Seller Group Member all obligations of the Seller Group Member under or arising
out of that Hospital Business Contract - Seller Group or Equipment Leases - Seller Group whether arising before, on or after C&P Completion (and the relevant Seller Group Member must reasonably facilitate this); and 

  

	 	(c)	to the extent that the Buyer and/or the Group is not lawfully able to perform any obligation or exercise any right of a Seller Group Member, the relevant Seller Group Member must,
on the request and at the reasonable expense of the Buyer and/or the Group, perform that obligation or exercise that right provided that: 

  

	 	(i)	the relevant Seller Group Member is lawfully able and capable of doing so and will not suffer any resulting Liability; and 

  

	 	(ii)	the Buyer provides timely instructions to the Seller Group Member as to how it requires the Seller Group Member to exercise that right, failing which the Seller Group Member may
exercise that right as it thinks fit. 

  

	7.3	Obligations if novation or assignment is not possible 

  
 If: 
  

	 	(a)	the Termination Option Date has expired; or 









	 	(b)	the relevant third party to the Hospital Business Contract - Seller or Equipment Leases Seller has given written notice to MGL or the Buyer that it does not consent to novation or
assignment of the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group (as the case may be); or 

  

	 	(c)	the relevant third party provides its consent to novation or assignment of the Hospital Business Contract - Seller or Equipment Lease - Seller on conditions which are not reasonably
acceptable to MGL or the Buyer, 

  
 then, subject
to clause 7.4: 
  

	 	(d)	MGL may, at its discretion, terminate or breach the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group; 

  

	 	(e)	MGL must if possible under the terms of those agreements terminate the Hospital Business Contract - Seller Group or Equipment Lease - Seller Group at the written direction of the
Buyer; 

  

	 	(f)	subject further to clause 7.3(d) and (e), MGL must ensure that each such Hospital Business Contract - Seller Group and Equipment Lease - Seller Group continues in full force and
effect and is held for the benefit of the Buyer, and the Buyer must pay all amounts then due and payable and which may then be due and payable under the relevant Hospital Business Contract - Seller Group and Equipment Leases - Seller Group.


  

	7.4	Indemnities 

  
 From C&P Completion, the Buyer indemnifies each Seller Group Member against any Liabilities suffered or incurred by it in relation to: 
  

	 	(a)	any Hospital Business Contract - Seller Group or Equipment Lease - Seller Group terminated or breached under: 

  

	 	(i)	clause 7.3(d) to the extent that such document was included in Schedule 7 or Schedule 8; 

  

	 	(ii)	clause 7.3(e); and 

  

	 	(b)	any Hospital Business Contracts - Seller or the Equipment Leases - Seller referred to in clause 7.3(f); and 

  

	 	(c)	termination by the relevant third party or expiry of any Hospital Business Contract - Seller Group or Equipment Lease - Seller Group, 

  
 whether arising before, on or after C&P Completion, including any
Liabilities suffered or incurred by it in complying with its obligations or exercising its rights under that contract or as a result of terminating or breaching that contract. 
  

	7.5	Transfer of Assets under Equipment Leases - Seller Group 

  
 If: 
  

	 	(a)	an amount becomes payable by the Buyer under an indemnity in clause 7.4 relating to Equipment Leases - Seller Group as a result of the termination or expiry of any such Equipment
Leases - Seller Group; and 

  

	 	(b)	 upon such termination or expiry, legal and beneficial title to any assets to which such Equipment Leases - Seller Group relate becomes vested in MGL or any other,












	 	 
then upon the receipt by MGL on the relevant Seller Group Member of the full amount payable under the indemnity by the Buyer, MGL must or must procure the
transfer of the legal and beneficial title to the Buyer of such assets. 


  

	8.	Novation and Assignment of Leases- Seller Group 

  

	8.1	Novation or assignment on C&P Completion 

  

	 	(a)	From C&P Completion until the date which is 12 calendar months after C&P Completion (“Termination Option Date”), MGL must use its reasonable endeavours
(excluding paying money or providing other valuable consideration to or for the benefit of any person) to obtain all necessary consents to, and to secure, at its discretion, the: 

  

	 	(i)	novation of those of the Leases - Seller Group as are listed in Schedule 9 on the terms set out in Part A of Schedule 10; or 

  

	 	(ii)	assignment to the Buyer by and with effect from C&P Completion of the Leases - Seller Group as are listed in Schedule 9 on the terms set out in Part B of
Schedule 10. 

  

	 	(b)	The Buyer must accept such novation or assignment, assist and co-operate with MGL and each other party to the relevant Leases - Seller Group and the Buyer must execute any
agreements or deeds that may reasonably be required by the relevant other party as a condition of the other party’s consent. 

  

	 	(c)	Subject to C&P Completion, MGL hereby assigns to the Buyer with effect on and from C&P Completion the benefit of those of the Leases - Seller Group as are not listed in
Schedule 9 in respect of which assignments are permitted without the consent of the other party to the Leases - Seller Group. 

  

	8.2	Obligations pending or if no novation or assignment 

  
 If any of the Leases - Seller Group referred to in clause 8.1 or otherwise, are not novated or assigned to, or for the benefit of, the Buyer, on and from
C&P Completion, then until any novation or assignment occurs or until the Leases- Seller Group are terminated or expires under clause 8.3 or otherwise: 
  

	 	(a)	MGL must, to the extent it is lawfully able, procure that the Lease - Seller continues in full force and effect and must allow the Buyer to use or occupy the properties the subject
of the Lease - Seller Group as licensee; and 

  

	 	(b)	the Buyer or the Group must to the extent that it is lawfully able, perform on behalf of the Seller all obligations of the Seller under or arising out of that Leases - Seller Group
whether arising before, on or after C&P Completion (and the Seller must reasonably facilitate this); and 

  

	 	(c)	to the extent that the Buyer and/or the Group is not lawfully able to perform any obligation or exercise any right of the Seller, the Seller must, on the request and at the expense
of the Buyer and/or the Group, perform that obligation or exercise that right provided that: 

  

	 	(i)	the Seller is lawfully able and capable of doing so and will not suffer any resulting Liability; and 

  

	 	(ii)	the Buyer provides timely instructions to the Seller as to how it requires the Seller to exercise that right, failing which the Seller may exercise that right as it thinks fit.










	8.3	Obligations if novation or assignment is not possible 

  
 If: 
  

	 	(a)	the Termination Option Date has expired; or 

  

	 	(b)	the relevant third party to the Leases- Seller Group has given written notice to MGL or the Buyer that it does not consent to assignment of the Leases - Seller Group; or


  

	 	(c)	the relevant third party provides its consent to assignment of the Leases- Seller Group on conditions which are not reasonably acceptable to MGL or the Buyer,


  
 then, subject to clause 8.4: 
  

	 	(d)	MGL may, at its discretion, terminate or breach the Leases - Seller Group provided that it consults with the Buyer in good faith and gives reasonable notice in writing to the Buyer
before such termination or breach; 

  

	 	(e)	MGL must if possible under the terms of the Leases - Seller Group, terminate the Leases - Seller Group at the written direction of the Buyer; and 

  

	 	(f)	subject further to clauses 8.3(d) and 8.3(e), MGL must ensure that each such Lease - Seller Group continues in full force and effect and is held for the benefit of the Buyer or the
Group and the Buyer must pay all amounts then due and payable and which may become due and payable under the relevant Lease - Seller. 

  

	8.4	Indemnities 

  
 From Completion, the Buyer indemnifies each Seller Group Member against any Liabilities suffered or incurred by it in relation to: 
  

	 	(a)	any Lease - Seller Group terminated or breached under: 

  

	 	(i)	clause 8.3(d), to the extent that such document was included in Schedule 9; 

  

	 	(ii)	clause 8.3(e); 

  

	 	(b)	any Lease - Seller Group referred to in clause 8.3(f); and 

  

	 	(c)	termination by the relevant third party of any Lease - Seller Group, 

  
 whether arising before, on or after C&P Completion, including any Liabilities suffered or incurred by it in complying with its obligations or
exercising its rights under that lease or as a result of terminating or breaching that lease. 
  

	9.	Release of Seller’s Guarantees 

  

	9.1	Release 

  
 The Buyer must use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of any person) to secure,
before C&P Completion, the unconditional release of each Seller Group Member from the Seller’s Guarantees effective from C&P Completion and MGL must use all reasonable endeavours to assist the Buyer in this regard. 








	9.2	Indemnity 

  
 From C&P Completion, the Buyer indemnifies each Seller Group Member against any Liability which it suffers, incurs or is liable for, directly or
indirectly in relation to the Seller’s Guarantee. MGL enters into this document for itself and each other person who has given the Seller’s Guarantee and accordingly accepts the full benefit of this clause on behalf of those persons. The
parties agree that MGL may enforce this provision on behalf of those other persons. 
  

	10.	Shared arrangements 

  

	10.1	Shared Contracts 

  

	 	(a)	Subject to the terms of each Shared Contract and the Shared Services Agreement, MGL and the Buyer agree that they will, each at their own expense, use their respective reasonable
endeavours to effect the transfer to the Buyer of that part of the benefits and obligations of the Seller under the Shared Contract that relates to the Hospital Business with effect on and from C&P Completion by either: 


 

	 	(i)	agreeing with the counterparty to the Shared Contract: 

  

	 	A.	to amend the terms of the Shared Contract to remove from the Shared Contract those benefits and obligations under the Shared Contract that relate to the Hospital Business; and


  

	 	B.	that the counterparty will enter into a new contract with the Buyer or any Group Member in respect of those benefits and obligations between the counterparty and the Buyer; or


  

	 	(ii)	if transfer pursuant to sub-paragraph (i) above cannot be effected, to the extent that the Shared Contract permits, by assigning that part of the benefits to the Buyer and the Buyer
Assuming that part of the obligations under the Shared Contract that relate to the Hospital Business. 

  

	 	(b)	If transfer cannot be effected by one of the methods contemplated in clause 10.1(a) then to the extent that the Shared Contract permits, MGL will, and the Buyer agrees that it will,
after C&P Completion conduct its business on the basis that the benefits and obligations under the Shared Contract had been assigned and Assumed as contemplated in clause 10.1(a)(ii). 

  

	 	(c)	The Buyer indemnifies the Seller Group Member which is party to the Shared Contract against all Liabilities suffered or incurred by the Seller Group Member arising from any breach
by any Buyer Group Member of the Shared Contract, after its partial assignment pursuant to clause 10.1(a)(ii). 

  

	 	(d)	MGL indemnifies the Buyer against any Liability suffered or incurred by it as a result of the act or omission of any Seller Group Member under, or relating to, any retained part of
a Shared Contract after the partial assignment to the Buyer pursuant to 10.1(a)(ii). 

  

	10.2	Shared Assets 

  
 MGL will, to the extent it is lawfully able, use its reasonable endeavours to ensure that the Buyer can continue to use the Shared Assets in relation to
the Hospital Business on the same basis after C&P Completion as they were used by the Hospital Business before C&P Completion (except to the extent that the parties may otherwise agree). 








	11.	Employees and Independent Contractors 

  

	11.1	Provision of employment or engagement 

  
 The Buyer must offer employment to each of the Employees - Seller Group and the engagement of each of the Independent Contractors - Seller Group to
commence from the day after the C&P Completion Date. The offer of such employment must be communicated to the Employees - Sellers Group or the Independent Contractors - Seller Group in the form agreed between the parties acting reasonably at
least 10 Business Days before the C&P Completion Date. The employment or engagement so offered must be for a position substantially similar to the relevant Employee’s - Seller Group or Independent Contractor’s - Seller Group position
immediately prior to C&P Completion and must be on terms and conditions (including as to superannuation (as applicable)) that are in the aggregate no less favourable than those on which the relevant Employee - Seller Group is employed or
relevant Independent Contractor - Seller roup is engaged immediately prior to C&P Completion provided that, except to the extent that the Buyer otherwise determines in its absolute discretion, in no circumstances will any Employee be offered or
entitled to seek membership of any defined benefits superannuation fund.. 
  

	11.2	Payments to Employees and Independent Contractors 

  

	 	(a)	Subject to clauses 11.2(e) and 11.2(e), on C&P Completion (or in the case of bonuses for the year ending on 30 June 2003, in accordance with the Seller’s usual practice),
if it has not already done so, MGL must pay each Employee - Seller Group: 

  

	 	(i)	the amount of his or her wage or salary entitlements; 

  

	 	(ii)	elected salary sacrifice amounts; 

  

	 	(iii)	bonuses for any year ending on or prior to 30 June 2003; 

  

	 	(iv)	commissions (for the avoidance of doubt excluding annual leave, sick leave, rostered day off leave and long service leave entitlements) and in respect of Independent
Contractors-Seller Group all other amounts payable in relation to services provided by the Independent Contractors-Seller Group; 

  

	 	(v)	in respect of Independent Contractors - Seller Group, all other amounts payable in relation to services provided by Independent Contractors - Seller Group, 


 
 accrued up to and payable to them on or before C&P Completion
pursuant to 
  

	 	(vi)	a contract of employment; 

  

	 	(vii)	an Australian Workplace Agreement, award or certified agreement under the Workplace Relations Act 1996; 

  

	 	(viii)	an enterprise agreement registered under State Law; or 

  

	 	(ix)	other form of agreement provided for under an industrial statute, Law or otherwise, 

  
 to which the Seller was a party, and on the same terms that applied, as at C&P Completion. 








	 	(b)	MGL must pay to each Employee - Seller Group any payment or inducement it has promised on completion of the transaction contemplated by the Transaction Agreements.


  

	 	(c)	MGL must indemnify the Buyer against all claims made by such Employee - Seller Group from time to time after the C&P Completion Date against the Buyer in relation to clause
11.2(a). 

  

	 	(d)	MGL will not be required to pay any amount referred to in clause 11.2(a) to the extent to which such amount is recorded as a “liability” in the Umbrella Completion
Accounts. 

  

	 	(e)	For the avoidance of doubt, clause 11.2(a) does not require the Seller to make any retirement, redundancy, termination or severance payments of the nature described in clause
11.4(d). 

  

	11.3	Recognition of prior service 

  
 The Buyer must treat each Employee - Seller Group and Independent Contractor - Seller Group and deal with every entitlement (including annual and sick
leave, rostered day off leave and prior service for the purpose of calculating long service leave and redundancy or severance payments (as applicable)) as if every entitlement had been accrued by the respective Employee - Seller Group and
Independent Contractor - Seller Group while in the employment or engagement of the Buyer. 
  

	11.4	Indemnity for Employees and Independent Contractors 

  
 Subject to C&P Completion, the Buyer will be solely responsible for and indemnifies each Seller Group Member against any Liability it suffers or
incurs in respect of: 
  

	 	(a)	wages, salary and any other payment, benefit or amount owing to Employees - Seller Group and attributable to their employment after C&P Completion or, in the case of bonuses,
attributable to their employment after 30 June 2003; 

  

	 	(b)	fees, charges and any other payment, benefit or amount owing to Independent Contractors and attributable to their engagement after C&P Completion; 

  

	 	(c)	annual leave, sick leave, rostered day off leave, long service leave, time off in lieu and any other form of leave payment owing to Employees- Seller Group and attributable to their
employment or engagement up to, on or after C&P Completion; and 

  

	 	(d)	retirement, redundancy, contract termination or severance payments, benefits, costs or compensation of any kind (including payment in lieu of notice, severance payments howsoever
called, in respect of annual leave, sick leave, rostered day off leave, long service leave and any other form of leave payments owing and payments in respect of goodwill) payable under a contract of employment or engagement, Australian Workplace
Agreement, award, agreement (certified, registered or otherwise) or other arrangement or an award or order made by a Court or other tribunal or Government Authority under Law, to any Employee - Seller Group or former Employee and whether
attributable to their employment or engagement before or after their commencement with Seller Group Member arising from or in respect of a termination or cessation of their employment or engagement by any Seller Group Member before, on or after
C&P Completion. 

  
 To the extent that this
clause provides indemnification for an Independent Contractor, such indemnification will apply to any Liability arising in respect of any direct or indirect sub-contractor of that Independent Contractor. 








	11.5	Employee Lists and Independent Contractor Lists 

  
 At such reasonable period of time prior to C&P Completion as the Buyer may require, MGL will provide to the Buyer: 
  

	 	(a)	a current list of the Employees - Seller Group which will contain the following details in relation to each individual: 

  

	 	(i)	the individual’s full name; 

  

	 	(ii)	the Hospital/location at which the individual is employed; 

  

	 	(iii)	the individual’s employer; 

  

	 	(iv)	the individual’s employment classification/position; 

  

	 	(v)	the individual’s current mailing address; 

  

	 	(vi)	whether the individual is a defined benefit superannuation member; and 

  

	 	(b)	a current list of Independent Contractors - Seller Group which will contain the following in respect of each individual: 

  

	 	(i)	the individual’s full name; 

  

	 	(ii)	the Hospital/location at which the individual is engaged; 

  

	 	(iii)	the Seller Group Member who engages the individual; 

  

	 	(iv)	the individual’s classification/position as an independent contractor; and 

  

	 	(v)	the individual’s current mailing address. 

  

	12.	Superannuation 

  

	 	(a)	The Buyer shall make available or establish by the C&P Completion Date one or more suitable superannuation funds (“Buyer’s Fund”) to provide superannuation
benefits for those of the Transferring Employees who are members of the Seller’s Superannuation Fund as at the C&P Completion Date and who agree to become members of the Buyer’s Fund (“Transferring Members”).


  

	 	(b)	The Seller and the Buyer may agree in writing that special arrangements for superannuation shall apply in respect of one or more Transferring Employees. 

  

	 	(c)	Subject to paragraph (d), except for a Transferring Employee covered by an arrangement made under paragraph (b), the Buyer must provide superannuation benefits for the Transferring
Members which, taken as a whole, shall be no less favourable than those provided to them by their employer as at the C&P Completion Date, save and except that the Transferring Members shall have no rights and no provision shall be made for any
right to any surplus in the Seller’s Superannuation Fund and the Seller shall ensure that they shall not suffer any reduction in benefits or amounts transferred to the Buyer’s Fund representing or otherwise attributable to any deficit or
under-funding in the Seller’s Superannuation Fund. 

  

	 	(d)	The Seller agrees that notwithstanding paragraph (c), the Buyer is not required to provide defined benefit style benefits to any Transferring Members who were entitled to defined
benefits in the Seller’s Superannuation Fund. 









	 	(e)	The Buyer must pay for all costs in establishing (or making available) the Buyer’s Fund. For the avoidance of doubt, these costs will include all legal costs incurred in
reviewing the trust deed, including any cost incurred in amending that trust deed. 

  

	 	(f)	The Buyer shall allow each Transferring Member to voluntarily transfer his or her superannuation benefits in the Seller’s Superannuation Fund to the Buyer’s Fund. Such
voluntary transfer shall be in lieu of payment of the benefit to which the Transferring Member is entitled at the C&P Completion Date. 

  

	 	(g)	The Seller will procure that the amount transferred in respect of each Transferring Member from the Seller’s Superannuation Fund to the Buyer’s Fund shall be at least
equal to the Transferring Member’s member’s reserve in the Seller’s Superannuation Fund as at the C&P Completion Date, adjusted for earnings at the estimated earning rate of the Seller’s Superannuation Fund in respect of the
period from the C&P Completion Date to the date the relevant amount is transferred. 

  

	 	(h)	Notwithstanding anything to the contrary in this Deed, each Transferring Employee will have the right to access their benefit at the C&P Completion Date in accordance with the
provisions of the governing rules of the Seller’s Superannuation Fund and any applicable superannuation laws. 

  

	 	(i)	The Buyer will provide, and procure the trustee of the Buyer’s Fund to provide, to the trustee of the Seller’s Superannuation Fund all information that the trustee of the
Seller’s Superannuation Fund reasonably needs to facilitate a transfer of the Transferring Members and their benefits to the Buyer’s Fund. 

  

	 	(j)	The Seller will use its best endeavours to procure that the trustee of the Seller’s Superannuation Fund provides to the trustee of the Buyer’s Fund all information that
the trustee of the Buyer’s Fund reasonably needs to facilitate a transfer of the Transferring Members and their benefits to the Buyer’s Fund, and such other information that the Buyer or the trustee of any superannuation fund nominated by
the Buyer reasonably requires to administer any benefits or enable any benefits to be provided to each Transferring Employee. 

  

	13.	Trade Debts - Seller Group 

  

	 	(a)	From C&P Completion, the Buyer shall be solely responsible for the collection of the Trade Debts - Seller Group. Except as provided in this clause 13, the Seller is not obliged
to take or continue, alone or jointly with the Buyer, any action with respect to the Trade Debts - Seller Group. 

  

	 	(b)	If requested by the Buyer, MGL will execute joint notices in a form acceptable to both parties addressed to each Trade Debtor - Seller Group notifying the Trade Debtors - Seller
Group of the assignment of the Trade Debts - Seller Group. 

  

	 	(c)	If the Seller receives any payment from any Trade Debtor in respect of any Trade Debt after the C&P Completion Date, MGL must account to the Buyer for the amount received within
5 Business Days after its receipt. 

  

	14.	Plant and equipment 

  

	 	(a)	The Buyer acknowledges and agrees that the Fixed Assets - Seller Group may include plant and equipment which is a fixture or a tenant’s fixture or a part of the land on which
it is situated. The Buyer acknowledges that it has satisfied itself completely about the existence of such items and their value. 









	 	(b)	Notwithstanding that the Buyer vacates the Premises at or any time after C&P Completion, the Buyer may not make any claim against the Seller in relation to the value or
classification of such items of Fixed Assets - Seller on the basis of them being fixtures, tenant’s fixtures or part of the land on which they are being situated. 

  

	15.	Liabilities 

  
 The Buyer must Assume on and from C&P Completion the Assumed Liabilities and any other Liability which any Seller Group Member suffers or incurs,
whether arising before, on or after C&P Completion, in relation to the Hospital Business. From that time, the Buyer will be solely responsible for and must indemnify each Seller Group Member against any such Liability. 
  

	16.	Going concern 

  

	 	(a)	The Buyer and MGL agree that the sale of the Assets - Seller Group under this Deed constitutes the supply of a going concern for the purposes of the GST Act.


  

	 	(b)	MGL undertakes that it will carry on the enterprise transferred under this Deed until the day that the supply is made for the purposes of the GST Act. 

  

	 	(c)	The Buyer warrants that it will be registered or required to be registered for GST at the C&P Completion Date. 

  

	 	(d)	Except where this Deed provides otherwise, terms used in this clause have the meanings given to those terms by the GST Act. 

  

	 	(e)	The Buyer agrees that MGL will apply for a GST ruling from the Commissioner of Taxation on the question of whether the sale of the Assets - Seller Group is a sale of a going
concern. The Buyer further agrees to meet the reasonable costs of MGL in making such an application and other costs associated with obtaining the GST ruling. The Buyer will have a reasonable opportunity to make comments on the application prior to
its being lodged with the Commissioner. 

  

	 	(f)	If the Buyer and MGL are mistaken and the sale of the Assets - Seller Group under this Deed is not a supply of a going concern, then the Buyer will indemnify MGL for any GST,
interest and penalties however described, paid or payable by MGL attributable to the supply, except any interest and penalties payable or accruing after a payment is made under this clause. 

  

	17.	Loan arrangements 

  

	17.1	Determination of Available Cash or Operating Loss 

  

	 	(a)	Within 10 Business Days of each Calculation Date, the Buyer shall provide to MGL a certificate signed by director or secretary of the Buyer setting out in reasonable detail the
computations establishing, as at such Calculation Date, the Available Cash or Operating Loss (as the case may be) for the Calculation Period ending on that Calculation Date. 

  

	 	(b)	The Buyer shall ensure that Available Cash or Operating Loss (as the case may be) are calculated on a basis consistent with generally accepted accounting standards in Australia.










	 	(c)	Within 5 Business Days of receipt of the certificate referred to in paragraph (a) above, MGL will notify the Buyer in writing if it agrees with the calculation of Available Cash or
Operating Loss (as the case may be) for the applicable Calculation Period. If no notification is given in writing within such period, MGL will be deemed to have agreed to the calculation of Available Cash or Operating Loss (as the case may be).


  

	 	(d)	If MGL notifies Buyer under paragraph (c) above that it does not agree with the calculation of Available Cash or Operating Loss, as the case may be, MGL and the Buyer must confer
and use all reasonable endeavours to agree on such Available Cash or Operating Loss (as the case may be) within 5 Business Days. 

  

	 	(e)	If the Available Cash or Operating Loss (as the case may be) for the applicable Calculation Period: 

  

	 	(i)	is so agreed under paragraph (d) above, that amount so agreed will be final and binding on the parties; or 

  

	 	(ii)	is not so agreed within the period specified in paragraph (d) above and no election to a referral is made in accordance with paragraph (f) below within the period referred to
therein, the amount for the Available Cash or Operating Loss (as the case may be) calculated under paragraph (a) above will be final and binding on all parties. 

  

	 	(f)	If MGL disputes the calculation of Available Cash or Operating Loss (as the case may be) and MGL and the Buyer do not resolve the matters in dispute within the 5 Business Day period
referred to in paragraph (d) above, then MGL may by notice in writing to the other at any time within 5 Business Days after the end of that period require that the difference of opinion or dispute be referred to an expert for determination in
accordance with the principles in paragraph (g) below. Such expert (“Expert”) must be an auditor with relevant industry expertise agreed in writing by MGL and the Buyer or in the event that MGL and the Buyer are not able to agree
upon such an expert within 5 Business Days of either MGL or the Buyer giving notice that it requires that the difference of opinion or dispute be resolved by an expert, the expert will be appointed by the President for the time being of the
Institute of Chartered Accountants in Australia or his or her nominee. 

  

	 	(g)	Each of MGL and the Buyer is entitled to: 

  

	 	(i)	make a written submission to the Expert within 5 Business Days of the date of appointment of the Expert; 

  

	 	(ii)	provide a response to the Expert in respect of the other’s submission within 5 Business Days of receipt of their submission, 

  
 that in each case must not exceed 15 pages in aggregate (including all
annexures) and which they must each provide to the other. 
  

	 	(h)	The Expert must: 

  

	 	(i)	act as an expert and not as an arbitrator and his or her written determination will be final and binding on MGL and the Buyer in the absence of manifest error;


  

	 	(ii)	determine the difference of opinion or dispute within 10 Business Days; and 









	 	(iii)	have the right to review all relevant working papers of the Buyer. 

  

	 	(i)	The costs of the Expert are to be borne in the manner agreed between the Buyer and MGL if the difference of opinion or dispute is resolved by agreement between them as a consequence
of mediation or, failing that, as determined by the Expert. 

  

	 	(j)	The calculation of Available Cash or Operating Loss (as the case may be) will be deemed to be varied to reflect any alteration agreed to by the Buyer and MGL or which the Expert
determines be made pursuant to this clause. 

  

	17.2	Available Cash Loan 

  

	 	(a)	If in respect of a Calculation Period, Available Cash is calculated, then within 20 Business Days of final determination or agreement as to the amount of Available Cash, in
accordance with clause 17.1, MGL must make a loan to the Buyer in an amount equal to the Available Cash for the Calculation Period ending on that Calculation Date. Payment of any Available Cash Loan will be made in Australian dollars in cleared
funds into such bank account in Australia as the Buyer may nominate in writing to MGL. 

  

	 	(b)	The Performance Period of each Available Cash Loan must end no later than 10 years from the date on which the funds were provided. 

  

	17.3	Operating Loss Loan 

  

	 	(a)	If in respect of a Calculation Period an Operating Loss is calculated, then within 20 Business Days of final determination or agreement as to the amount of Operating Loss, in
accordance with clause 17.1, the Buyer must make a loan to MGL in an amount equal to the Operating Loss for the Calculation Period ending on that Calculation Date. Payment of any Operating Loss Loan will be made in Australian dollars in cleared
funds into such bank account in Australia as MGL may nominate in writing to the Buyer. 

  

	 	(b)	The Performance Period of each Operating Loss Loan must end no later than 10 years from the date on which the funds were provided. 

  

	17.4	Failure to make an Available Cash Loan or Operating Loss Loan 

  

	 	(a)	In the event that MGL fails to make an Available Cash Loan to the Buyer in accordance with clause 17.2, the Buyer is not required to make any further Operating Loss Loans unless and
until such failure has been remedied. 

  

	 	(b)	In the event that the Buyer fails to make an Operating Loss Loan to MGL in accordance with clause 17.3 MGL is not required to make any further Available Cash Loans unless and until
such failure has been remedied. 

  

	17.5	No Interest 

  
 Each of the Available Cash Loans and the Operating Loss Loans are interest free. 
  

	17.6	Repayment 

  
 The Available Cash Loans and the Operating Loss Loans are repayable in full on the Repayment Date. The Available Cash Loans and the Operating Loss Loans
are not repayable (whether in full or in part) at any time before the Repayment Date. 








	17.7	Method of Repayment 

  

	 	(a)	Despite any other provision of this Deed, on the Repayment Date: 

  

	 	(i)	the obligation of the Buyer to repay any Available Cash Loans shall be set-off against the obligation of MGL to repay any Operating Loss Loans; and 

  

	 	(ii)	the parties agree to comply with and be bound by the provisions of clause 4 as if that clause were repeated in this clause 16 and amended by replacing all references to the defined
term “C&P Completion” with the defined term “Repayment Date”. 

  

	 	(b)	Following the set-off under paragraph (a)(i) above, if there is an obligation on one party to make a net payment to the other party, that party’s obligation to repay the
balance of the Available Cash Loans or Operating Loss Loans (as the case may be) will be set-off against the not payment obligation. 

  

	17.8	Tax office ruling 

  

	 	(a)	Where any private binding ruling is to be obtained from the Australian Taxation Office in relation to the Loan Structure, MGL will have sole responsibility for the preparation and
submission of any such ruling. 

  

	 	(b)	The Buyer will not request a private binding ruling or other opinion or determination from the ATO in respect of the Loan Structure where that ruling would apply to MGL or prejudice
the position of MGL. 

  

	 	(c)	Any request for a private binding ruling in respect of the arrangements contemplated in the Loan Structure will be provided to the Buyer 5 Business Days prior to its lodgement with
the ATO. The Buyer may request changes in respect of the documents to be submitted, however Seller is only required to agree to the changes where it can be established that they do not prejudice the Buyer’s or the Seller’s position.


  

	17.9	Notional Tax Amount 

  

	 	(a)	The Notional Tax Amount is the tax that would be payable on the Taxable Income of the Hospital Business for each Calculation Period as if that business were a stand alone taxpayer.


  

	 	(b)	For the avoidance of doubt the Notional Tax Amount cannot be negative. 

  

	 	(c)	For the avoidance of doubt when calculating the Taxable Income for a Calculation Period any Tax Losses of an earlier Calculation Period can be used to reduce Taxable Income.


  

	17.10 	Court Order 

  

	 	(a)	If any Government Party threatens or applies for an Order then: 

  

	 	(i)	the parties will co-operate in good faith to oppose the granting or making of such an Order; and 

  

	 	(ii)	the costs of such opposition (including professional legal costs) will be shared equally, 








 unless a barrister of at least 10 years’ standing (“Senior Barrister”) provides a
written opinion to any party to the effect that an Order has a greater than 70% chance of being granted (“Adverse Opinion”). 
  

	 	(b)	If notwithstanding any efforts of the parties set out in paragraph (a): 

  

	 	(i)	such an Order is granted; or 

  

	 	(ii)	a Senior Barrister provides an Adverse Opinion, 

  
 MGL shall instruct the Escrow Agent to pay 50% of the Escrow Amount to the Buyer and 50% of the Escrow Amount to the Seller (or if the Escrow Amount has
been paid to MGL, MGL shall pay an amount equal to 50% of the Escrow Amount to the Buyer) upon which MGL must use its best endeavours to sell the Hospital Business to a third party, and upon such sale, the parties will share equally: 
  

	 	(iii)	the price paid by the third party; and 

  

	 	(iv)	the costs of the sale, 

  
 and thereafter any party may terminate this Deed. 







 Executed as a Deed: 
  

	Signed sealed and delivered for and on behalf of Australian Newco Holdings Pty Limited ACN 106 722 347 by its Attorney under a Power of Attorney dated 20 October 2003,
and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 









	Signed sealed and delivered for and on behalf of Joondalup Hospital Pty Limited ACN 106 723 193 by its Attorney under a Power of Attorney dated 20 October 2003, and the
Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 
		
	Signed sealed and delivered for and on behalf of Port Macquarie Hospital Pty Limited ACN 106 723 399 by its Attorney under a Power of Attorney dated 20 October 2003,
and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 









	Signed sealed and delivered for and on behalf of Logan Hospital Pty Limited ACN 106 723 406 by its Attorney under a Power of Attorney dated 20 October 2003, and the
Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Philip Kapp
 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 
		
	Signed for and on behalf of Melbourne Hospital Pty Limited ACN 106 723 415 by its Attorney under a Power of Attorney dated 20 October 2003, and the Attorney declares
that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 









	Signed sealed and delivered for and on behalf of Noosa Privatised Hospital Pty Limited ACN 106 723 380 by its Attorney under a Power of Attorney dated 20 October 2003,
and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 
		
	Signed sealed and delivered for and on behalf of Caboolture Hospital Pty Limited ACN 106 723 219 by its Attorney under a Power of Attorney dated 20 October 2003, and
the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 









	Signed sealed and delivered for and on behalf of Frances Perry Hospital Pty Limited ACN 106 723 228 by its Attorney under a Power of Attorney dated 20 October 2003, and
the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 









	Signed sealed and delivered for and on behalf of Armidale Hospital Pty Limited ACN 106 723 200 by its Attorney under a Power of Attorney dated 20 October 2003 and the
Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 
		
	Signed sealed and delivered for and on behalf of P.O.W. Hospital Pty Limited ACN 106 723 871 by its Attorney under a Power of Attorney dated 20 October 2003 and the
Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney, in the presence of:	  	 /s/ Philip Kapp

 Signature of Attorney

		
	 /s/ Kate Jordan

	  	 Philip Kapp


	 Signature of Witness
	  	Name of Attorney in full
		
	 Kate Jordan

	  	 
	 Name of Witness in full
	  	 








 Executed as a Deed: 
  

	Signed for and on behalf of Mayne Group Limited ABN 56 004 073 410 by its Attorneys under Power of Attorney dated 30 January 2002 each of whom declares that he or she
holds the office in Mayne Group Limited indicated under his or her signature and that he or she has no notice of the revocation of the Power of Attorney	  	 Mayne Group Limited
 ABN 56 004 073
410 by
 its Attorneys:

	 	  	 /s/ Stuart Bruce James


	 	  	Signature of Attorney
		
	 	  	 Stuart Bruce James


	 	  	Name of Attorney in full
		
	 	  	 DIRECTOR


	 	  	Office
		
	 	  	 /s/ Paul Andrew Binfield


	 	  	Signature of Attorney
		
	 	  	 Paul Andrew Binfield


	 	  	Name of Attorney in full
		
	 	  	 CHIEF FINANCIAL OFFICER


	 	  	Office








 Schedule 1 

	Hospital;	Hospital Licence; Act 

  

	Part	A - Hospital 

  
 Joondalup Health Campus 
  
 Part B - Hospital
Licence 
  
 A licence to conduct a private hospital known as Joondalup
Health Campus issued to MGL under the Act. 
  
 Part C - Act 

 
 Hospitals and Health Services Act 1927 (WA) 







 Schedule 2 
 Obligations relating to the Conditions Precedents 
  

	1.	Conditions precedent 

  
 In respect of each agreement specified in paragraph 4 of this Schedule (each a “Government Contract”): 
  

	 	(a)	all necessary consents and approvals in respect of the transactions contemplated in this Deed must be obtained under the Government Contract from the party or parties identified as
the “Government Parties” or the “Other Parties” in paragraph 5 including the consents and approvals listed in paragraph 4; 

  

	 	(b)	all necessary amendments are made to the Government Contract to take into account the transactions contemplated by this Deed including any amendments identified in paragraph 4; and


  

	 	(c)	all necessary waivers are obtained from the Government Parties or Other Parties under the Government Contract in respect of the transactions contemplated in this Deed including any
waivers identified in paragraph 4, 

  
 in a form
reasonably satisfactory to MGL and the Buyer. 
  

	2.	Duties of the parties 

  

	 	(a)	The parties must each use their best endeavours to ensure that the Conditions Precedent are satisfied as soon as possible. 

  

	 	(b)	Without limiting the generality of paragraph (a) above: 

  

	 	(i)	the Buyer must as soon as practicable on or before the day which is 10 Business Days after execution of this Deed deliver to MGL, for MGL’s approval: 


 

	 	1)	copies of the Buyer’s future projections in relation to the operation of the Hospital Business (provided always that this information can be provided directly to the Government
Party or Other Party if the Buyer elects not to provide it to MGL); and 

  

	 	2)	in respect of each Government Contract, all information and documents referred to in that Government Contract as being reasonably required to be provided in respect of any proposed
assignee or assignment; and 

  

	 	3)	a letter seeking the consent, approval and/or waiver from each Government Party pursuant to each relevant Government Contract(s) in respect of the transactions contemplated by this
Deed, including all necessary consents, approvals and waivers, and enclosing the information specified in paragraphs 2(b)(i)l) and 2(b)(i)2) and such other information and documents as the Government Party may reasonably require
(“Information Pack”); 









	 	(ii)	MGL must as soon as practicable after receiving from the Buyer each Information Pack: 

  

	 	1)	approve the Information Pack; or 

  

	 	2)	prior to providing this approval, make any reasonable changes to the Information Pack, including notifying the Buyer of any reasonable requirements in respect of additional
documents or information, in which case the Buyer will promptly deliver to MGL those documents or that information; 

  

	 	(iii)	MGL must as soon as practical after approving any Information Pack deliver to the Government Party that Information Pack and a summary in a form agreed by MGL and the Buyer of the
relevant details of the proposed trust or loan structure; 

  

	 	(iv)	where any information is reasonably requested by a Government Party, if such information is available to the Buyer, the Buyer must promptly provide the requested information to the
Government Party or to MGL for delivery to the Other Party (and the Buyer agrees that where the information is requested for the purposes of satisfying the Government Party that the Buyer is a respectable, responsible, solvent or fit person, that
information shall be deemed to be reasonably requested); 

  

	 	(v)	the Buyer must provide, or procure the provision of, any assurance or security reasonably requested by the Government Party to support any obligations of the Buyer assumed under any
Government Contract; 

  

	 	(vi)	if the Government Party specifies conditions to: 

  

	 	A.	the granting of any consents or approvals; or 

  

	 	B.	the amendment of any Government Contracts; or 

  

	 	C.	the giving of any waivers, 

  

	 	    	referred to in paragraph 1 of this Schedule, which conditions are wholly or partially within the control of the Buyer to satisfy, then the Buyer must to the extent it is reasonably
able satisfy those conditions; 

  

	 	(vii)	if requested to do so by any Government Party, a party will promptly meet with that Other Party; 

  

	 	(viii)	without limiting the generality of the above, where a Government Contract sets out requirements which must be fulfilled prior to or as a condition to the granting of any approval or
consent by the Government Party to the assignment, novation or transfer of rights and obligations under the Government Contract, the parties must use their best endeavours to ensure that the requirements are fulfilled; 

  

	 	(ix)	the Buyer must bear all the proper costs and expenses of the Seller in preparing, negotiating and executing documents relating to the fulfilment of the Conditions Precedent in
paragraph 1 of this Schedule, and indemnifies and keeps indemnified the Seller in respect of such costs and expenses; and 









	 	(x)	if the Government Party requests that their proper costs and expenses in preparing, negotiating and executing documents relating to the fulfilment of the Conditions Precedent in
paragraph 1 of this Schedule be met by the Seller and/or the Buyer, the Buyer must bear all such expenses and indemnifies and keeps indemnified the Seller in respect of such costs and expenses. 

  

	 	(c)	Upon a party becoming aware that: 

  

	 	(i)	a Condition Precedent has been satisfied; or 

  

	 	(ii)	circumstances which may result in a Condition Precedent not being or having become incapable of being satisfied, 

  
 that party must promptly notify the other party in writing of the same.

  

	3.	Waiver or Variation 

  
 A Condition Precedent may only be waived or varied by both parties agreeing to such waiver or variation in writing. 








	4.	Government Contracts 

  

	 Government
 Contract

	  	 Mayne
 Party

	  	 Government
 Parties

	  	Other Party

	  	Date

	  	 Consent/Approval/Waiver/
Required


	Development & Health Services Agreement (DHSA) (including Governing Documents and Annexure Book Vol l)	  	Mayne
Group
Limited	  	WA Minister
of Health on
behalf of
State	  	 	  	24 Apr
1996	  	Obtain consent under clause 36.1 to novation of DHSA and Governing Documents, Sub Leases, Agreement to Lease and Community Health Lease. (If consent to novation is not forthcoming,
seek consent to assignment of rights and interests.)
						
	 	  	 	  	 	  	 	  	 	  	Obtain consent under clause 18.1(d) for MGL to transfer, convey, lose or relinquish its right to provide services at the facility and to occupy the Site.
						
	 	  	 	  	 	  	 	  	 	  	Obtain waiver in respect of any breach of clause 30. 1(c) under which MGL undertakes not to sell or dispose of, or part with possession Facility Assets.
						
	 	  	 	  	 	  	 	  	 	  	Obtain consent under clause 27.1 for MGL to resign as operator.
						
	 	  	 	  	 	  	 	  	 	  	Obtain acknowledgement that transfer of rights to Buyer and ceasing to provide Services is in accordance with the terms of the agreement and not a breach of clause 18.1(b) or
18.1(c).
						
	 Lease of Crown Land - Site Lease A
	  	 	  	WA Minister
of Health on
behalf of
State	  	Mayne
Finance
Limited	  	12 June
1996	  	Obtain consent of State under clause 13 to MFL permitting sublease of Site Lease to Buyer.
						
	 Lease of Crown Land - Site Lease B
	  	 	  	WA Minister
of Health on
behalf of
State	  	Mayne
Finance
Limited	  	12 June
1996	  	Obtain consent of State under clause 13 to MFL permitting sublease of Site Lease to Buyer.
						
	 Sub-Lease A
	  	Mayne
Group
Limited	  	 	  	Mayne
Finance
Limited	  	12 June
1996	  	Obtain consent of MFL under clause 35.1 to novation of interest in Sub-Leases, Agreement to Lease and DHSA from MGL to Buyer. (If consent to novation is not forthcoming, seek consent
to assignment of rights and interests.)
						
	 	  	 	  	 	  	 	  	 	  	Obtain waiver in respect of any breach of clause 25(d) which provides that MGL will not sell or dispose of a substantial part of its assets.
						
	 Deed of Assignment
	  	Mayne
Group
Limited	  	 	  	Mayne
Finance
Limited	  	12 June
1996	  	Obtain consent of MFL to novation of any existing rights and obligations to Buyer. (If consent to novation is not forthcoming, seek consent to assignment of rights and
interests.)









	 Government
 Contract

	  	Mayne
Party

	  	Government
Parties

	  	Other Party

	  	Date

	  	 Consent/Approval/Waiver/
Required


	 Sub-Lease B
	  	Mayne
Group
Limited	  	 	  	Mayne
Finance
Limited	  	12 June
1996	  	Obtain consent of MFL under clause 35.1 of Sub-Lease A (which are incorporated into Sub-Lease B by virtue of clause 19) to novation of interest in Sub-Leases, Agreement to Lease and
DHSA from MGL to Buyer. (If consent to novation is not forthcoming, seek consent to assignment of rights and interests.).
						
	Community Health Sub-sub-lease	  	Mayne
Group
Limited	  	WA Minister
of Health on
behalf of
State	  	 	  	31 Oct
1997	  	Obtain consent from state to novation of rights and transfer of obligations. If consent to novation is not forthcoming, seek consent to assignment of rights and interests. (Lease is
silent as to assignment).
						
	 Agreement for Sub-sub-lease
	  	Mayne
Group
Limited	  	WA Minister
of Health on
behalf of
State	  	 	  	31 Oct
1997	  	Obtain consent from State to novation of any existing rights and obligations. (If consent to novation is not forthcoming, seek consent to assignment of rights and
interests.)
						
	 Shareholder Agreement
	  	Mayne
Group
Limited	  	 	  	 Perpetual
Trustees
Limited
  
 Mayne
Finance
Limited
	  	8 June
1999	  	Obtain consent from Perpetual Trustees under clause 3.1 (a) to sale of shares in MFL from MGL to Buyer and novation of rights and obligations in the Agreement from MGL to Buyer and
all references to MGL to be taken to be references to the Buyer. (If consent to novation is not forthcoming, seek consent to assignment of rights and interests.).
						
	 State’s Deed of Consent
	  	Mayne
Group
Limited	  	WA Minister
of Health on
behalf of
State	  	Mayne
Finance
Limited	  	8 June
1999	  	Obtain consent from State to novation of any rights and obligations of MGL to Buyer (if consent to novation is not forthcoming, seek consent to assignment of rights and
interests.








 Schedule 3 
 Hospital Licence C&P Completion Condition 
  

	1.	C&P Completion is in all respects conditional upon and will not occur unless and until: 

  

	 	(a)	MGL receives confirmation from the Buyer that the Buyer has been granted a Hospital Licence under section 26D of the Act; and 

  

	 	(b)	the Buyer receives confirmation from MGL that MGL has surrendered its Hospital Licence. 

  

	2.	If the Commissioner of Health specifies any requirements (including any terms or conditions of the Hospital Licence granted to the Buyer) as terms or conditions in relation to the
granting of the Hospital Licence to the Buyer (“Conditions”), the Buyer shall use best endeavours to comply with all Conditions (if any) including any Conditions which: 

  

	 	(a)	require the Hospital Business to implement any change of policy or procedure; 

  


	 	(b)	are imposed as a result of the financial capacity of the Buyer; 

  

	 	(c)	are imposed specifically because the Buyer is the applicant for a Hospital Licence; 

  

	 	(d)	arise from facts or circumstances fairly disclosed to the Buyer in the Disclosure Material including any works that need to be undertaken in order to address a recommendation in any
accreditation reports; or 

  

	 	(e)	require any works to be undertaken in respect of the Hospital or Hospital Business. 

  

	3.	In relation to the Conditions, the Buyer shall have no claim, demand or cause of action whatsoever against MGL and shall have no right to terminate or rescind this Deed.


  

	4.	The Buyer hereby releases MGL from, and hereby agrees to indemnify MGL against, any and all Liabilities associated with any Conditions. 

  

	5.	Each party must use its best endeavours (excluding paying money or providing other valuable consideration to or for the benefit of another party unless contemplated by this Deed) to
ensure that the C&P Completion Condition in paragraph 1 of this Schedule is satisfied as soon as possible including, to the extent within its power, procuring performance by a third party. 

  

	6.	If the Buyer has been granted a Hospital Licence under section 26D of the Act, then unless and until C&P Completion occurs, the Buyer shall hold that Hospital Licence as bare
trustee for MGL. 

  

	7.	If this Deed is terminated or rescinded for any reason whatsoever prior to C&P Completion and the Buyer has been granted a Hospital Licence under section 26D of the Act, the
Buyer will surrender that Hospital Licence at a time advised by MGL. 

  

	8.	If this Deed is terminated or rescinded for any reason whatsoever prior to C&P Completion and MGL has surrendered a Hospital Licence, the Buyer will use its best endeavours to
assist MGL in its efforts to obtain a Hospital Licence and bear all reasonable expenses incurred by MGL in obtaining a Hospital Licence. 

  

	9.	The Buyer agrees to provide to the Department of Health any further information necessary to be supplied by it, in connection with its application for a Hospital Licence, including
information which the Commissioner of Health requests pursuant to section 26N(2) of the Act. Such information must be provided as soon as practicable after a request for it is received. 









	10.	Without limiting paragraph 1 of this Schedule, the Buyer must: 

  

	 	(a)	lodge an application for a Hospital Licence within 60 days of C&P Completion under the Umbrella Deed or such longer time as MGL acting reasonably is satisfied is appropriate
upon written request by the Buyer and thereafter diligently use its best endeavours to expeditiously obtain a Hospital Licence; 

  

	 	(b)	keep MGL informed as to the progress of its application for a Hospital Licence and authorise the Commissioner for Health to discuss details of the application for transfer and its
progress with MGL; and 

  

	 	(c)	notify MGL immediately it is granted a Hospital Licence. 

  

	11.	Upon a party becoming aware of circumstances which may result in the C&P Completion Condition in paragraph 1 of this Schedule not being or having become incapable of being
satisfied, that party must promptly notify the other party in writing of the same. 








 Schedule 4 
 Finance Arrangements C&P Completion Condition 
  

	1.	The Buyer and MGL shall use their best endeavours to obtain the consent of the Financiers to, and to secure, the novation of the Finance Arrangements (in respect of either the
Existing Bonds or the Remaining Bonds) from MGL to the Buyer on or before the State Consent Date. 

  

	2.	If: 

  

	 	(a)	the Financiers do not consent on or before the State Consent Date to the novation of the Finance Arrangements (in respect of either the Existing Bonds or the Remaining Bonds); or


  

	 	(b)	such novation is not completed on or before C&P Completion, 

  

	    	the Finance Arrangements will be prepaid in full at C&P Completion in accordance with clause 6.3(b) for such aggregate amount as MGL may determine with the Financiers and MGL
shall (and shall procure that the Seller) on C&P Completion obtains a full, absolute and unconditional release of the Security. 

  

	3.	If the Financiers consent on or before the State Consent Date to the novation of the Finance Arrangements (in respect of either the Existing Bonds or the Remaining Bonds) to the
Buyer (or a nominee of the Buyer acceptable to the Financiers): 

  

	 	(a)	The Buyer shall enter into such documentation as may be necessary to secure the novation of the Finance Arrangements (in respect of the Existing Bonds or, as the case may be, the
Remaining Bonds) and related Project Documents (if not otherwise required to be novated or assigned under this Deed) on terms reasonably acceptable to the Buyer, MGL and the other parties thereto as of the date of C&P Completion. If the proposed
terms of such novation are not reasonably acceptable to the Buyer, MGL or the other parties thereto paragraph 1 above shall apply. 

  

	 	(b)	The Buyer must assist and co-operate with MGL and each other party to the Finance Arrangements and related Project Documents and the Buyer must execute any agreements or deeds that
may reasonably be required by the relevant other party as a condition of the other party’s consent. 

  

	 	(c)	On and from the date of C&P Completion the Buyer shall be liable for all amounts payable by MGL, any Group Member or the Seller under or in connection with the Finance
Arrangements and related Project Documents and shall pay such amounts immediately upon request by MGL. The Buyer shall indemnify MGL and the Seller against any Liabilities suffered or incurred by it in relation to the Finance Arrangements and
related Project Documents, on or after C&P Completion including any Liabilities suffered or incurred by it in complying with its obligations or exercising its rights under those Finance Arrangements and related and the retention or termination
of those Finance Arrangements and related Project Documents under this Schedule. 

  

	4.	In this Schedule: 

  
 “Finance Arrangements” means the Finance Documents and the Security Documents; 
  
 “Finance Documents” means, to the extent that the following
documents are on foot and continue to have full force and effect: 
  

	 	(a)	the Master Trust Deed dated 8 June 1999 between MGL and Perpetual Trustee Company Limited (the “Trustee”); 









	 	(b)	the Supplemental Deed dated 8 June 1999 between MGL, the Trustee and P.T. Limited (the “Security Trustee”); 

  

	 	(c)	the Proceeds Acquisition and Servicing Agreement dated 8 June 1999 between Mayne Finance Limited (“MFL”) and the Trustee; 

  

	 	(d)	the Shareholders Agreement dated 8 June 1999 between MGL, MFL and the Trustee; and 

  

	 	(e)	any hedging or derivative arrangements entered into by MGL or MFL in respect of the hospital business or the Financing Arrangements related thereto. 

  
 “Financiers” means each person (however defined) lending or
advancing money under the Finance Documents. 
  
 “Project
Documents” means, to the extent that the following documents are on foot and continue to have full force and effect: 
  

	 	(a)	the Development and Health Services Agreement dated 24 April 1996 between MGL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of
Western Australia; 

  

	 	(b)	the State’s Deed of Consent dated 8 June 1996 between MGL, MFL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western
Australia; and 

  

	 	(c)	the Development Contract Government Facility dated 8 June 1996 between MGL and MFL; 

  

	 	(d)	the Sub-Sub-Lease between MGL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western Australia; 

  

	 	(e)	the Site Lease A dated 12 June 1996 between The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western Australia and MFL; and


  

	 	(f)	the Sub-Lease A dated 12 June 1996 between MGL and MFL as amended and supplemented by the Supplemental Deed (Sub-Lease A) dated 11 June 1999 between MFL, MGL and The Minister for
Health of the State of Western Australia acting for and on behalf of the State of Western Australia. 

  

	 	(g)	the Joondalup Building Contract; and 

  

	 	(h)	the Builders Deed of Consent. 

  
 “Security Documents” means the Healthcare Trust No. 1 Security Trust Deed dated 8 June 1999 between the Trustee, the Security Trustee and
MGL. 








	 	(a)	the Master Trust Deed dated 8 June 1999 between MGL and Perpetual Trustee Company Limited (the “Trustee”); 

  

	 	(b)	the Supplemental Deed dated 8 June 1999 between MGL, the Trustee and P.T. Limited (the “Security Trustee”); 

  

	 	(c)	the Proceeds Acquisition and Servicing Agreement dated 8 June 1999 between Mayne Finance Limited (“MFL”) and the Trustee; 

  

	 	(d)	the Shareholders Agreement dated 8 June 1999 between MGL, MFL and the Trustee; and 

  

	 	(e)	any hedging or derivative arrangements entered into by MGL or MFL in respect of the hospital business or the Financing Arrangements related thereto. 

  
 “Financiers” means each person (however defined) lending or
advancing money under the Finance Documents. 
  
 “Project
Documents” means, to the extent that the following documents are on foot and continue to have full force and effect: 
  

	 	(a)	the Development and Health Services Agreement dated 24 April 1996 between MGL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of
Western Australia; 

  

	 	(b)	the State’s Deed of Consent dated 8 June 1996 between MGL, MFL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western
Australia; and 

  

	 	(c)	the Development Contract Government Facility dated 8 June 1996 between MGL and MFL; 

  

	 	(d)	the Sub-Sub-Lease between MGL and The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western Australia; 

  

	 	(e)	the Site Lease A dated 12 June 1996 between The Minister for Health of the State of Western Australia acting for and on behalf of the State of Western Australia and MFL; and


  

	 	(f)	the Sub-Lease A dated 12 June 1996 between MGL and MFL as amended and supplemented by the Supplemental Deed (Sub-Lease A) dated 11 June 1999 between MFL, MGL and The Minister for
Health of the State of Western Australia acting for and on behalf of the State of Western Australia. 

  

	 	(g)	the Joondalup Building Contract; and 

  

	 	(h)	the Builders Deed of Consent. 

  
 “Security Documents” means the Healthcare Trust No. 1 Security Trust Deed dated 8 June 1999 between the Trustee, the Security Trustee and
MGL. 







 Schedule 5 
 Business Names - Seller Group 
  

	 NAME

	  	 PROPRIETOR

	  	REGISTRATION No.

	  	STATE


	 Joondalup Health Campus
	  	Mayne Group Limited	  	BN09618004	  	Western Australia
				
	 Joondalup After Hours GP Service
	  	Mayne Group Limited	  	0245300F	  	Western Australia
				
	 Joondalup Health Campus Physiotherapy
	  	Mayne Group Limited	  	0220177W	  	Western Australia
				
	 Joondalup Cardiology
	  	AME Hospitals Pty Ltd (to be transferred to Mayne Group Limited prior to C&P Completion under the Umbrella Deed)	  	0205290G	  	Western Australia
				
	 Joondalup Private Hospital
	  	AME Hospitals Pty Ltd (to be transferred to Mayne Group Limited prior to C&P Completion under the Umbrella Deed)	  	0205289Y	  	Western Australia








 Schedule 6 
 Intellectual Property - Seller Group 
  
 This Schedule has been deliberately left blank. 







 Schedule 7 
 Hospital Business Contracts - Seller; Shared Contracts 
  
 Part A - Hospital Business Contracts - Seller Group 
  
 Diagnostics Agreements 
  
 Part B - Shared
Contracts 
  
 This Schedule has been
deliberately left blank. 







 Schedule 8 
 Equipment Leases - Seller Group 
  
 This Schedule has been deliberately left blank. 







 Schedule 9 
 Leasehold Premises - Seller Group 
  
 This Schedule has been deliberately left blank. 







 Schedule 10 
 Deed
of Novation of Lease; Deed of Assignment of Lease 
  
 Part A - Deed of
Novation of Lease 








	 Deed made at
	  	 on

		
	 Parties
	  	[Landlord] Pty Ltd ACN [specify] of [specify] (“Landlord”)
		
	 	  	[Mayne Entity] Pty Ltd ACN [specify] of Level 21, 380 St. Kilda Road, Melbourne, Victoria (“Tenant”)
		
	 	  	[Purchaser] Pty Ltd ACN [specify] of [specify] (“Purchaser”)
		
	 	  	[Purchaser’s Guarantor - if required by the Landlord (“Guarantor”)]

  
 Recitals 
  

	A.	The Landlord is the registered proprietor of the Premises and is entitled to the benefit of the rent reserved by the Lease and the benefit of the lessee’s covenants under the
Lease in respect of the Premises. 

  

	B.	The Tenant desires to novate the Lease to the Purchaser as from the Effective Date. 

  

	C.	The Landlord has agreed to the novate of the Lease from the Tenant to the Purchaser upon all parties entering into and executing this Deed. 

  

	[D.	The Guarantor has agreed to guarantee the performance and observance of the Lease by the Purchaser.] 

  
 This deed provides 
  

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  
 In this Deed: 
  
 “Effective Date” means the date specified in Item 4 of the Schedule. 
  
 “Lease” means the lease described in Item 2 of the Schedule as varied or supplemented by the described in
Item 3 of the Schedule and includes any option or options for the renewal or extension of the Lease which was or were capable of being exercised but had not been exercised prior to the Date of Assignment. 
  
 “Landlord” means and includes the Landlord and the
executors, administrators and assigns of the Landlord and in the case of a corporation the successors and assigns of the corporation and the person registered or entitled to be registered from time to time as the proprietor of an estate in fee
simple in the land on which the Premises are situated. 
  
 “Premises” means the premises described in Item 1 of the Schedule. 
  
 “Purchaser” means and includes the Purchaser and the executors and administrators and permitted assigns of the Purchaser and in the case of a corporation the successors and permitted assigns of the
Purchaser. 
  
 “Schedule” means the Schedule to
this Deed. 
  
 “Tenant” means and includes the
Tenant and the executors and administrators of the Tenant and in the case of a corporation the successors of the Tenant. 








	1.2	Interpretation 

  

	 	(a)	The word “person” shall include a corporation, words importing the singular number or plural number shall include the plural number and singular number respectively and
words importing the masculine or neuter gender shall include every gender, references to statutes shall include all statutes amending consolidating or replacing the statutes referred to. 

  

	 	(b)	The clause numbers and clause headings have been incorporated for guidance only and shall not affect the interpretation of this Deed. 

  

	 	(c)	This Deed is governed by and shall be construed according to the laws of the State in which the Premises are situated. 

  

	 	(d)	Where the Assignee comprises two or more persons the covenants, obligations and agreements on the part of the Assignee herein contained shall refer to and bind the Assignee and any
two or greater number of the Assignee jointly and each of them severally. 

  

	 	(e)	Where the Assignor comprises two or more persons the covenants, obligations and agreements on the part of the Assignor herein contained shall refer to and bind the Assignor and any
two or greater number of the Assignor jointly and each of them severally. 

  

	2.	Novation 

  
 The parties agree that, with effect on and from the Effective Date, the Purchaser shall be substituted as the lessee under the Lease as if the Purchaser
had originally been named as the tenant under the lease instead of the lessee, and all references in the Lease to the lessee shall be read and construed as if they were references to the Purchaser and not the Tenant. 
  

	3.	Purchaser’s covenants in favour of Landlord 

  
 The Purchaser covenants and agrees with the Landlord that the Purchaser will as and from the Effective Date and at all times during the balance of the
term of the Lease and during any extension or renewal of the term: 
  

	 	(a)	pay the rent reserved by the Lease on the days and in the manner provided in the Lease; and 

  

	 	(b)	perform and observe the covenants, conditions and stipulations on the part of the lessee contained in the Lease to the intent that the covenants, conditions and stipulations and the
powers granted to or implied in favour of the Landlord shall be binding upon the Purchaser as fully and effectually and in the same manner and to the same extent as if the Purchaser was a party to the Lease and expressly named therein as lessee.


  

	4.	Landlord’s consent to novation 

  

	4.1	Consent 

  
 The Landlord hereby consents to the novate by the Tenant to the Purchaser of the Lease as set out in this Deed. 








	4.2	Assignment to Financiers 

  
 Subject to satisfaction of any provisions contained in the Lease regarding assignment of the Lease, the Purchaser may assign or charge the benefit of any
of its rights under the Lease to: 
  

	 	(a)	its financier or financiers (including any financier of a related entity of the Purchaser) from time to time (for itself and as trustee for other financiers); or


  

	 	(b)	any person or persons as trustee or agent for its financiers in respect of facilities made available to the Purchaser, 

  
 and the Purchaser or such financier or such trustee or agent may also in the
event of enforcement of such security, subject to satisfaction of any provisions in the Lease regarding assignment of the Lease, assign the benefit of the rights under the Lease to any purchaser or assignee from the financier or such trustee or
agent (or any receiver appointed by any of them). 
  

	5.	GST 

  

	5.1	GST Definitions 

  
 “GST” means GST within the meaning of the GST Act. 
  
 “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (as amended). 
  
 Expressions used in this clause 5 and in the GST Act have the same meanings
as when used in the GST Act. 
  

	5.2	GST exclusive amount 

  
 Except where this Deed states otherwise, each amount payable by a party under this Deed in respect of a taxable supply by the other party is expressed as
a GST exclusive amount and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply. 
  

	5.3	Tax Invoice 

  
 A party is not obliged, under clause 5.2, to pay the GST on a taxable supply to it under this Deed, until given a valid tax invoice for the supply.

  

	6.	Governing law 

  
 This Deed is governed by the laws of the State or Territory in which the Premises are situated. 
  

	7.	[Guarantee (if requested by Landlord)] 

  
 In consideration of the Tenant granting and the Landlord consenting to this assignment at the Guarantor’s request, the Guarantor hereby
covenants and agrees with the Landlord that: 
  

	 	(a)	the Purchaser will duly and punctually pay to the Landlord the rent reserved under the Lease and will duly perform and observe all the covenants, agreements
and conditions contained in the Lease and on its part to be performed and observed on and from the Effective Date; 

  

	 	(b)	if at any time default is made in the punctual payment of the rent reserved or any other money for the time being payable under the Lease, the Guarantor will, on demand, pay
to the Landlord the whole of such rent and other money; 

  

	 	(c)	 if at any time default is made in the due and punctual observance and performance of any of the covenants, terms and conditions contained in the
Lease, the Guarantor will, on demand, pay and make good and indemnify and 











	 	 
keep indemnified the Landlord against its losses, damages, claims, costs, charges and expenses sustained or incurred by the Landlord by reason or in
consequence of any such default by the Purchaser; 


  

	 	(d)	this guarantee is a continuing guarantee and shall be irrevocable and shall remain in full force and effect until the expiry of the term of the Lease and any renewal,
extension or holding over thereof and shall not be abrogated, prejudiced or effected by; 

  

	 	(i)	the granting of time, credit or other indulgence or concession to the Purchaser or to the Guarantor by the Landlord; 

  

	 	(ii)	the compounding or compromise, release, abandonment, waiver, variation, relinquishment or renewal of any rights of the Landlord against the Purchaser or the Guarantor;


  

	 	(iii)	the liquidation of the Purchaser or the Guarantor; 

  

	 	(iv)	any other security or guarantee now or hereafter held by the Landlord; 

  

	 	(v)	any assignment of the Lease or any variation in the provisions of the Lease; or 

  

	 	(vi)	any neglect or omission or any other dealing, matter or thing which but for this provision could or might abrogate, prejudice or affect this guarantee.]









 Executed as a deed. 
  

	 Executed by [Landlord] ACN [specify] by or in
the
 presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full

		
	 Executed by [Mayne Entity] Pty Ltd ACN
 [Specify] by or in the presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full










	 Executed by [Purchaser] Pty Ltd ACN
[specify]
 by or in the presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full

		
	 [Executed by Purchaser’s Guarantor by or in the
 presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full]









 Schedule 
  

	 1.
	  	Premises:	  	 
			
	 2.
	  	Particulars of Lease:	  	Date:
			
	 	  	 	  	Lessor:
			
	 	  	 	  	Lessee:
			
	 3.
	  	 Particulars of Deed/s of
 Assignment and Deed/s of
 Variation:
	  	 
			
	 4.
	  	Effective Date:	  	[To be completed - date of Completion of Business Sale]








 Part B - Deed of Assignment of Lease 








	 Deed made at
	  	 on

		
	 Parties
	  	[Landlord] Pty Ltd ACN [specify] of [specify] (“Landlord”)
		
	 	  	[Mayne Entity] Pty Ltd ACN [specify] of Level 21, 380 St. Kilda Road, Melbourne, Victoria (“Assignor”)
		
	 	  	[Purchaser] Pty Ltd ACN [specify] of [specify] (“Assignee”)
		
	 	  	[Purchaser’s Guarantor - if required by the Landlord (“Guarantor”)]

  

	Recitals	

  

	A.	The Landlord is the registered proprietor of the Premises and is entitled to the benefit of the rent reserved by the Lease and the benefit of the lessee’s covenants under the
Lease in respect of the Premises. 

  

	B.	The Assignor desires to transfer the Lease to the Assignee as from the Date of Assignment. 

  

	C.	The Landlord has agreed to the transfer of the Lease from the Assignor to the Assignee upon all parties entering into and executing this Deed. 

  

	[D.	The Guarantor has agreed to guarantee the performance and observance of this Deed by the Assignee.] 

  
 This deed provides 
  

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  
 In this Deed: 
  
 “Assignee” means and includes the Assignee and the executors and administrators and permitted assigns of the Assignee and in the case of
a corporation the successors and permitted assigns of the Assignee. 
  
 “Assignor” means and includes the Assignor and the executors and administrators of the Assignor and in the case of a corporation the successors of the Assignor. 
  
 “Date of Assignment” means the date specified in Item 4 of the Schedule. 
  
 “Lease” means the lease described in Item 2 of the Schedule
as varied or supplemented by the described in Item 3 of the Schedule and includes any option or options for the renewal or extension of the Lease which was or were capable of being exercised but had not been exercised prior to the Date of
Assignment. 
  
 “Landlord” means and includes
the Landlord and the executors, administrators and assigns of the Landlord and in the case of a corporation the successors and assigns of the corporation and the person registered or entitled to be registered from time to time as the proprietor of
an estate in fee simple in the land on which the Premises are situated. 
  
 “Premises” means the premises described in Item 1 of the Schedule. 
  
 “Schedule” means the Schedule to this Deed. 








	1.2	Interpretation 

  

	 	(a)	The word “person” shall include a corporation, words importing the singular number or plural number shall include the plural number and singular number respectively and
words importing the masculine or neuter gender shall include every gender, references to statutes shall include all statutes amending consolidating or replacing the statutes referred to. 

  

	 	(c)	The clause numbers and clause headings have been incorporated for guidance only and shall not affect the interpretation of this Deed. 

  

	 	(d)	This Deed is governed by and shall be construed according to the laws of the State in which the Premises are situated. 

  

	 	(e)	Where the Assignee comprises two or more persons the covenants, obligations and agreements on the part of the Assignee herein contained shall refer to and bind the Assignee and any
two or greater number of the Assignee jointly and each of them severally. 

  

	 	(f)	Where the Assignor comprises two or more persons the covenants, obligations and agreements on the part of the Assignor herein contained shall refer to and bind the Assignor and any
two or greater number of the Assignor jointly and each of them severally. 

  

	2.	Assignment 

  
 The Assignor as beneficial owner hereby assigns and transfers to the Assignee as from and including the Date of Assignment the estate right, title and
interest of the Assignor in and to the Premises to hold the Premises for the residue of the term of the Lease now unexpired and any extension or renewal thereof subject to the Assignee paying the rent and performing and observing the covenants,
conditions and stipulations express or implied in the Lease and henceforth on the Assignee’s part to be paid, performed and observed. 
  

	3.	Assignee’s covenants in favour of assignor 

  
 The Assignee covenants and agrees with the Assignor that the Assignee will at all times as and from the Date of Assignment during the balance of the term
of the Lease: 
  

	 	(a)	pay the rent reserved by the Lease on the days and in the manner provided in the Lease; and 

  

	 	(b)	perform and observe the covenants on the part of the lessee express or implied in the Lease, 

  
 whether arising before or after the Date of this Assignment. 
  

	4.	Assignee’s covenants in favour of Landlord 

  
 The Assignee covenants and agrees with the Landlord that the Assignee will as and from the Date of Assignment and at all times during the balance of the
term of the Lease and during any extension or renewal of the term: 
  

	 	(a)	pay the rent reserved by the Lease on the days and in the manner provided in the Lease; and 

  

	 	(b)	 perform and observe the covenants, conditions and stipulations on the part of the lessee contained in the Lease to the intent that the covenants, conditions and
stipulations and the powers granted to or implied in favour of the Landlord shall be 











	 	 
binding upon the Assignee as fully and effectually and in the same manner and to the same extent as if the Assignee was a party to the Lease and expressly
named therein as lessee. 


  

	5.	Landlord’s consent to assignment 

  

	5.1	Consent 

  
 The Landlord hereby consents to the assignment by the Assignor to the Assignee of the Lease as set out in this Deed provided that this consent is
restricted to the particular assignment hereby authorised and, save as aforesaid, the covenant in the Lease against subletting, assignment or transfer of the Lease or parting with the possession of the Premises or any part thereof shall remain in
full force and effect. 
  
 [If the Landlord will not agree to the release in
clause 6: 
  

	5.2	Notice 

  
 The Landlord will give written notice to the Assignor of any breach by the Assignee of the Lease, within a reasonable time of such breach being
committed and will allow the Assignor at least the same period of time as the lessee is entitled to under the Lease to remedy the breach] 
  

	5.3	Assignment to Financiers 

  
 Subject to satisfaction of any provisions contained in the Lease regarding assignment of the Lease, the Purchaser may assign or charge the benefit of any
of its rights under the Lease to: 
  

	 	(a)	its financier or financiers (including any financier of a related entity of the Purchaser) from time to time (for itself and as trustee for other financiers); or


  

	 	(b)	any person or persons as trustee or agent for its financiers in respect of facilities made available to the Purchaser, 

  
 and the Purchaser or such financier or such trustee or agent may also in the
event of enforcement of such security, subject to satisfaction of any provisions in the Lease regarding assignment of the Lease, assign the benefit of the rights under the Lease to any purchaser or assignee from the financier or such trustee or
agent (or any receiver appointed by any of them). 
  

	6.	Assignor released 

  
 The Assignor is hereby released and discharged from all obligations under the lease arising after the Date of Assignment as though the Lease were a direct
lease between the Landlord and the Assignee. 
  
 [or if the
landlord will not agree: 
  
 Nothing herein
contained or implied shall be deemed to release, discharge or limit the liability of the Assignor to the Landlord for payment of the Rent reserved by the Lease or otherwise for the performance and observance of the Lessee’s covenants contained
in the Lease for the term PROVIDED THAT the Landlord agrees that should the Assignee overhold or exercise the option for the further term under the Lease, the Assignor shall be released and discharged from all obligations under the Lease for the
further term as though the Lease for the further term was a direct lease between the Landlord and the Assignee.] 








	7.	Costs and stamp duties 

  
 The Assignee shall pay the stamp duty on this Deed and registration fees on any transfer of lease required as a consequence of the assignment effected by
this Deed. The Assignee shall pay the Landlord’s reasonable legal costs and expenses of and incidental to this Deed. 
  

	8.	GST 

  

	8.1	GST Definitions 

  
 “GST” means GST within the meaning of the GST Act. 
  
 “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (as amended). 
  
 Expressions used in this clause 8 and in the GST Act have the same meanings
as when used in the GST Act. 
  

	8.2	GST exclusive amount 

  
 Except where this Deed states otherwise, each amount payable by a party under this Deed in respect of a taxable supply by the other party is expressed as
a GST exclusive amount and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply. 
  

	8.3	Tax Invoice 

  
 A party is not obliged, under clause 8.2, to pay the GST on a taxable supply to it under this Deed, until given a valid tax invoice for the supply.

  

	9.	Governing law 

  
 This Deed is governed by the laws of the State or Territory in which the Premises are situated. 
  

	10.	[Guarantee (if requested by Landlord)] 

  
 In consideration of the Assignor granting and the Landlord consenting to this assignment at the Guarantor’s request, the Guarantor hereby
covenants and agrees with the Landlord that: 
  

	 	(a)	the Assignee will duly and punctually pay to the Landlord the rent reserved under the Lease and will duly perform and observe all the covenants, agreements and conditions
contained in the Lease and on its part to be performed and observed on and from the Date of Assignment; 

  

	 	(b)	if at any time default is made in the punctual payment of the rent reserved or any other money for the time being payable under the Lease, the Guarantor will, on demand, pay
to the Landlord the whole of such rent and other money; 

  

	 	(c)	if at any time default is made in the due and punctual observance and performance of any of the covenants, terms and conditions contained in the Lease, the Guarantor will, on
demand, pay and make good and indemnify and keep indemnified the Landlord against its losses, damages, claims, costs, charges and expenses sustained or incurred by the Landlord by reason or in consequence of any such default by the Assignee;










	 	(d)	this guarantee is a continuing guarantee and shall be irrevocable and shall remain in full force and effect until the expiry of the term of the Lease and any renewal,
extension or holding over thereof and shall not be abrogated, prejudiced or effected by: 

  

	 	(i)	the granting of time, credit or other indulgence or concession to the Assignee or to the Guarantor by the Landlord; 

  

	 	(ii)	the compounding or compromise, release, abandonment, waiver, variation, relinquishment or renewal of any rights of the Landlord against the Assignee or the Guarantor;


  

	 	(iii)	the liquidation of the Assignee or the Guarantor; 

  

	 	(iv)	any other security or guarantee now or hereafter held by the Landlord; 

  

	 	(v)	any assignment of the Lease or any variation in the provisions of the Lease; or 

  

	 	(vi)	any neglect or omission or any other dealing, matter or thing which but for this provision could or might abrogate, prejudice or affect this guarantee.]









 Executed as a deed. 
  

	 Executed by [Landlord] ACN [specify] by or in
the
 presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full

		
	 Executed by [Mayne Entity] Pty Ltd ACN
 [Specify] by or in the presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	 Signature of Secretary/other Director

		
	  

	 	  


	 Name of Director in full
	 	 Name of Secretary/other Director in full










	 Executed by [Purchaser] Pty Ltd ACN
[specify]
 by or in the presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	Signature of Secretary/other Director
		
	  

	 	  


	 Name of Director in full
	 	Name of Secretary/other Director in full
		
	 [Executed by Purchaser’s Guarantor by or in the
 presence of:
	 	 
		
	  

	 	  


	 Signature of Director
	 	Signature of Secretary/other Director
		
	  

	 	  


	 Name of Director in full
	 	Name of Secretary/other Director in full]








 Schedule 
  

	 1.
	  	 Premises:
	  	 
			
	 2.
	  	 Particulars of Lease:
	  	 Date:

			
	 	  	 	  	 Lessor:

			
	 	  	 	  	 Lessee:

			
	 3.
	  	Particulars of Deed/s of Assignment and Deed/s of Variation:	  	 
			
	 4.
	  	 Date of Assignment:
	  	 [To be completed - date of Completion of Business Sale]









 Schedule 11 
 Seller’s Guarantees 
  

	 BANK
 PROVIDER

	  	 DATE
ESTABLISHED

	  	 FAVOUREE

	  	 PURPOSE OF
GUARANTEE

	  	 TERM OF
GUARANTEE

	  	AMOUNT

	  	HALF
YEARLY
CHARGE


	 ANZ
	  	24/05/1996	  	The Honourable Antony Kevin Royston Prince L.L.B., M.L.A. as Minister for Health of the State of Western Australia acting for and on behalf of the State of
Western Australia -	  	Security for ensuing due and proper performance of the covenants of the Joondalup Health Campus Development and Health Services Agreement	  	Indefinite	  	$	2,400,000.00	  	$	3,600.00








 Schedule 12 
 Other
Indemnifying Parties 
  
 Australian Newco
Holdings Pty Limited ACN 106 722 347 
 Port Macquarie Hospital Pty Limited ACN 106 723 399 
 Logan Hospital Pty Limited ACN 106 723 406 
 Melbourne Hospital Pty Limited ACN 106 723 415 
 Noosa Privatised Hospital Pty Limited ACN
106 723 380 
 Caboolture Hospital Pty Limited ACN 106 723 219 
 Frances Perry Hospital Pty Limited ACN 106 723 228 
 Armidale Hospital Pty Limited ACN 106 723 200 
 P.O.W. Hospital Pty Limited ACN 106 723 871 







 Annexure A 
 Diagnostics Agreements 







 Annexure A 
 Diagnostics Agreements Table 
  

	 	  	 Pathology Lease

	  	Pathology

	  	Radiology Lease

	  	Radiology


	 Hospital

	  	 Term

	  	Rent

	 	 Options

	  	SLA

	  	LRR

	  	Term

	  	Rent

	  	Options

	  	SLA

	  	LRR


	 Joondalup Hospital
	  	 [*]
 [*]
	  	[*]	 	3x5 years	  	X	  	 	  	 	  	 	  	 	  	 	  	 
	 Joondalup Hospital
	  	 [*]
 [*]
	  	[*]	 	3x5 years	  	X	  	 	  	 	  	 	  	 	  	 	  	 



	LRR	Rights of First and Last Refusal Deed 

  

	SLA	Service Level Agreement 

  
 Mayne Tenants: 
  

	•	Pathology Victoria, Queensland and New South Wales - Mayne Health Pathology Pty Ltd 

  

	•	Pathology Western Australia - AME Medical Services Pty Ltd 

  

	•	Diagnostic Imaging Victoria - Healthcare Imaging Services (Victoria) Pty Ltd 

  

	•	Diagnostic Imaging New South Wales and Queensland - Healthcare Imaging Services Pty Ltd 

  


	[*]	Certain confidential portions of these exhibits have been omitted pursuant to a request for confidential treatment and filed separately with the Commission.









 Annexure A 
 Diagnostic Imaging and Pathology Lease 
  
 Annexure
“A” to Lease dated     /    /200 
  
 Landlord: 
  
 Tenant: 

 
 Premises: 
  
 The common seal of 
 is fixed to this
document in the presence of: 
  

		
	
 Secretary/Director
	 	
 Director

		
	
 Name (please
print)
	 	
 Name (please
print)


  
 The common seal of 

is fixed to this document in the presence of: 
  

		
	
 Secretary/Director
	 	
 Director

		
	
 Name (please
print)
	 	
 Name (please
print)


  
 Signed sealed and delivered by
[insert name] 
 in the presence of: 
  

	 	 	  

  

	 	 	  

 Witness

		
	 	 	  

 Name (please print)









 Annexure “B” to Lease dated     /    /200

  
 Landlord: 
  
 Tenant: 
  
 Premises: 
  

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  
 In this lease: 
  
 “Airconditioning Equipment” means all airconditioning plant, ducts and equipment providing airconditioning to the Premises. 

 
 “Asbestos” means the fibrous form of mineral silicates
belonging to the serpentine and amphibole groups of rock-forming minerals, including chrysotile (white asbestos), crocodiite (blue asbestos), amosite (brown asbestos), actinolite, tremolite, anthophyllite or any mixture containing one or more of
these. 
  
 “Building” means: 
  

	 	(a)	the building and other improvements erected on the Land; 

  

	 	(b)	all fixtures, fittings, other than Tenant’s chattels and fittings, conveniences, amenities and appurtenances of the building. 

  
 “Business Day” means a day which is not a Saturday, Sunday
or public holiday in the Relevant State. 
  
 “Commencement Date” means the date specified in Item 5 of the Schedule. 
  
 “Common Areas” means those areas for common use by the Landlord and tenants and other occupiers of the Building including, without
limitation, lifts and lift lobbies, reception areas, stairwells, corridors, pathways, driveways and car parking areas. 
  
 “Contaminant” means a solid, liquid, gas, odour, heat, sound, vibration, radiation or substance including Asbestos, which makes or may
make the Premises or the surrounding Environment: 
  

	 	(a)	unsafe or unfit for habitation or occupation by persons or animals; 

  

	 	(b)	degraded in its capacity to support plant life; 

  

	 	(c)	otherwise environmentally degraded; or 

  

	 	(d)	not comply with, or constitute a ‘contaminant’ pursuant to, any Environmental Law. 

  
 “Control” means the power whether held directly or indirectly and by whatever means (and whether or not
enforceable at law or in equity) to: 
  

	 	(a)	exercise or control the right to vote attached to 50% or more of the issued shares in a body corporate; 









	 	(b)	dispose of or exercise a right of disposal in respect of 50% or more of the issue voting shares in a body corporate; or 

  

	 	(c)	appoint one half or more of the number of directors to the board or other governing body of a body corporate. 

  
 “CPI” means the All Groups Consumer Price Index for the
capital city of the Relevant State published by the Australian Bureau of Statistics. If the CPI no longer exists, it means an index that the President of the Australian Property Institute (of the Relevant State Division) decides reflects changes in
the cost of living in the Relevant State. 
  
 “Deal” includes lease, surrender transfer or disposal or alienation of any interest in the Land including the granting of a concurrent lease. 
  
 “Environment” includes all aspects of the surroundings of human beings including: 
  

	 	(a)	the physical characteristics of those surroundings, such as the land, the waters and the atmosphere; 

  

	 	(b)	the biological characteristics of those surroundings, such as the animals, plants and other forms of life; and 

  

	 	(c)	the aesthetic characteristics of those surroundings, such as their appearance, sounds, smells, tastes and textures. 

  
 “Environmental Law” means a law (whether past, present or
future) of any government agency (including statutes, orders, awards and decrees) regulating or otherwise relating to the Environment including, but not limited to, any law relating to land use, planning, heritage, coastal protection, water
catchments, solid waste, use of dangerous goods and hazardous substances, hazardous waste, waste water discharges, water quality, drinking water, ground water, air emissions, air quality, hazardous substances (including, but not limited to, the
release, storage, discharge, disposal, arranging for disposal or reporting hazardous substances) contaminated land, building regulations, public and occupational health and safety, noxious trades or any other aspect of protection of the Environment
or persons or property. 
  
 “Hospital Business”
means the hospital business operated on the Land from time to time. 
  
 “Hospital Operator” means the Landlord or such other person or entity as operates the Hospital Business from time to time. 
  
 “IT and Telecommunications Equipment” means the IT and telecommunications infrastructure and systems used in the Hospital Business from
time to time. 
  
 “Land” means the land
described in Item 2 of the Schedule. 
  
 “Landlord” means the Landlord, its successors and assigns or, if the Landlord is a person, the Landlord’s executors, administrators and assigns and, where the context allows, the Landlord’s employees and agents.

  
 “Lease Year” means the full 12 month period
during the Term starting on 1 July and ending on 30 June. 
  
 “Market Review Date” means the dates specified in Item 10B of the Schedule. 
  
 “Permitted Use” means the use specified in Item 8 of the Schedule. 







 “Portion of a Lease Year” means any period of the Term that is not a full Lease Year:

  

	 	(a)	before the start of the first full Lease Year; or 

  

	 	(b)	after the end of a full Lease Year and ending on the Termination Date. 

  
 “Premises” means the premises described in Item 3 of the Schedule. 
  
 “Related Body Corporate” has the same meaning as in the Corporations Act 2001 (Cth) 
  
 “Relevant State” means the State or Territory of Australia
in which the Premises are located. 
  
 “Rent”
means the rent specified in Item 9 of the Schedule as varied under clause 4 or clause 6. 
  
 “Rent Commencement Date” means the date specified in Item 6 of the Schedule. 
  
 “Review Date” means the dates specified in Item 10A of the Schedule other than a Market Review Date. 
  
 “Service Agreement” means any agreement in force from time
to time during the Term under which the Tenant agrees to provide services to the Hospital Operator. 
  
 “Services” means water, gas, electricity, telecommunication, drainage, airconditioning and other utilities and services provided or
installed by the Landlord in or for the benefit of the Premises, the Land or the Common Areas as the case may be. 
  
 “Schedule” means the Schedule to this lease; 
  
 “Tenant” means the Tenant, its successors and permitted assigns and, where the context allows, the Tenant’s employees and agents.

  
 “Tenant’s Fixtures” means all fixtures,
fittings, plant, machinery and equipment installed in the Premises by the Tenant and includes the Tenant’s motor vehicles. 
  
 “Term” means the period specified in Item 4 of the Schedule. 
  
 “Termination Date” means the date specified in Item 7 of the Schedule. 
  

	1.2	Interpretation 

  
 In this lease, unless the context requires otherwise: 
  

	 	(a)	words importing the singular include the plural and vice versa, words of one gender include any gender, and words importing persons include corporations and any other entity
recognised by law; 

  

	 	(b)	a reference to this lease includes the Schedule and any annexures to this lease; 

  

	 	(c)	a reference to a clause, part, schedule or annexure is a reference to a clause in or a part, Schedule or annexure to this lease; 

  

	 	(d)	a covenant or agreement on the part of 2 or more persons binds them jointly and severally; and 

  

	 	(e)	a reference to a statute or ordinance includes all regulations by-laws, requisitions or orders under and amendments to that statute or ordinance, whether by subsequent statute or
otherwise, and a statute or ordinance passed in substitution for the statute or ordinance referred to or incorporating any of its provisions. 









	1.3	Headings 

  
 Headings have been inserted for guidance only and do not affect the interpretation of this lease. 
  

	1.4	Saturdays, Sundays and public holidays 

  
 Where under this lease the day on or by which any thing is to be done is not a Business Day in the Relevant State, that thing may be done on the next
Business Day in that Relevant State. 
  

	2.	Exclusion of implied covenants 

  
 Sections 84, 84A and 85 of the Conveyancing Act 1919 (NSW) do not apply to, and are not implied in, the lease unless expressly included. 
  

	3.	Rent 

  
 The Tenant must during the Term pay to the Landlord at the address nominated in writing by the Landlord from time to time free of all deductions the Rent calculated and payable at the times and in the manner specified
in Item 9 of the Schedule. The Tenant may elect to pay Rent and other payments due under this lease by way of electronic funds transfer or automatic bank transfer. 
  

	4.	Review of Rent 

  

	4.1	Dates of review 

  
 The Rent will be reviewed or adjusted on the Review Dates and the Market Review Dates in the manner specified in clause 4. 
  

	4.2	CPI Adjustment 

  
 At a Review Date the Rent is adjusted using the following formula: 
  

	NR = R x	 	 a

	 	 
	 	b	 	 

  
 where 
  

	 	NR	is the new Rent payable from the Review Date; 

  

	 	R	is the Rent payable immediately before the Review Date; 

  

	 	a	is the CPI published in respect of the quarter immediately before the Review Date; and 

  

	 	b	is the CPI published in respect of the quarter immediately before the later of the Commencement Date and the immediately preceding Review Date. 

  

	4.3	Market Review 

  
 As from the Market Review Date until the next Review Date, the Rent will, at the option of the Landlord, be reviewed in accordance with the following
provisions: 
  

	 	(a)	If the Landlord does not give notice to the Tenant within 2 months of the Tenant exercising an option under clause 18 (Notice Period) that it requires the Rent to be
reviewed, there will be no review of the Rent as at that Market Review Date. Time is of the essence in regard to the Notice Period. 









	 	(b)	If the Landlord gives the Tenant notice during the Notice Period that it requires the Rent to be reviewed at the relevant Market Review Date, the Rent will be the amount agreed in
writing by the Landlord and the Tenant and, if they do not agree within 1 month after service of the notice, the Rent will be the higher of: 

  

	 	(i)	the current market rent of the Premises determined in accordance with clause 4.4; and 

  

	 	(ii)	the Rent payable immediately before the relevant Market Review Date. 

  

	4.4	Determination by valuer 

  

	 	(a)	The current market rent for the Premises will be as determined by a qualified valuer appointed by the President for the time being of the Australian Property Institute (of the
Relevant State Division) and, if that body ceases to exist, another body serving substantially the same objects as that body on the application of either the Landlord or the Tenant. The valuer is deemed to act as an expert and not as an arbitrator.
The valuer’s determination is final and conclusive and the valuer’s fees must be borne equally by the Landlord and the Tenant. 

  

	 	(b)	In determining the current market rent: 

  

	 	(i)	no account is to be taken of any goodwill attributable to the Premises because of any trade or business carried on from the Premises by the Tenant or any sub tenant;


  

	 	(ii)	no account is to be taken of the effect of any improvement to the Premises (to which the Landlord has given consent) carried out by the Tenant or any sub tenant, except where the
Tenant was obliged under this lease to make the improvement; 

  

	 	(iii)	the Premises must be valued as if they are available to be let as a whole with vacant possession; 

  

	 	(iv)	the Premises must be valued based on the actual use to which the Premises are put by the Tenant at the relevant time; 

  

	 	(v)	no account is to be taken of any effect on rent caused by Mayne Group Limited or a related body corporate of Mayne Group Limited being the tenant; 

  

	 	(vi)	account is to be taken of the age, condition and location of the Premises; 

  

	 	(vii)	no account is to be taken of the value of the Tenant’s fixtures and fittings in the Premises; 

  

	 	(viii)	where the current market rent is to be determined for more than one floor, an allowance or discount must be made due to the Premises comprising more than one whole floor; and


  

	 	(ix)	account is to be taken of any concession or incentive including any period of rent abatement which would at the time of the relevant review be required to secure a tenant of
comparable premises. 









	4.5	Adjustment payment 

  

	 	(a)	The Tenant must pay the new Rent from the Review Date and the Market Review Date, as the case may be. 

  

	 	(b)	In the case of a CPI review until the Landlord notifies the Tenant of the new Rent, the Tenant must continue to pay the existing Rent to the Landlord. The adjustment to the Rent
will still take effect from the relevant CPI Review Date, and after notification of the new Rent on or after the relevant Review Date, the Tenant must within 28 days pay any shortfall. 

  

	 	(c)	The Landlord must calculate any necessary adjustment between the Rent the Tenant has paid and the Rent the Tenant should have paid from the Review Date. 

  

	 	(d)	If, on the relevant Market Review Date, the revised Rent has not been determined as provided in this clause, then pending the determination the Tenant must continue to pay rent of
the amount equal to the Rent payable immediately before the relevant Market Review Date, and any adjustment calculated from the relevant Market Review Date must be made within 28 days after the amount of the Rent is known. 


 

	5.	Gross Rent 

  
 The parties acknowledge that, unless expressly provided otherwise, the Rent is a gross rent and includes, without limitation, outgoings (excepting
electricity and telephone charges to the Premises as provided in clause 9.1) in relation to the Premises and the Common Areas. 
  

	6.	Adjustment of Rent 

  

	6.1	Adjustment 

  
 If the number of beds licensed to the Hospital Business (as set out in Item 13 of the Schedule) reduces by 50% or more from the number of beds licensed to
the Hospital Business at the Commencement Date, the Landlord will forthwith notify the Tenant in writing and the Landlord will, within a reasonable time of receiving a written request from the Tenant, meet with the Tenant and the parties will
renegotiate the Rent, in good faith. The Rent will be reduced to the amount agreed by the parties with effect from the date of the reduction. 
  

	6.2	Failure to agree 

  
 If the parties are unable to reach agreement in accordance with clause 6,1 then, at the Tenant’s option: 
  

	 	(a)	the Rent will not be varied; or 

  

	 	(b)	the Tenant may, by giving one month’s notice in writing to the Landlord, terminate this lease. 

  
 If the Tenant terminates this lease under this clause, neither party shall have any claim against the other except arising
from a breach of this lease prior to the date of termination. 
  

	7.	Use of Premises and assignment 

  

	7.1	Permitted use 

  
 The Tenant may only use the Premises for the Permitted Use or any other hospital related purpose that the Landlord may from time to time approve, which
approval must not to be 








 
unreasonably withheld or delayed. The landlord may not grant approval if the proposed use is already represented in the Hospital. The use of the Premises by
the Tenant in accordance with the provisions of this lease and the Permitted Use will not constitute a breach of this lease. 
  

	7.2	Tenant’s business 

  
 The Tenant must: 
  

	 	(a)	keep the Premises open for business during usual business hours, having regard to the nature of the Tenant’s business; and 

  

	 	(b)	conduct that business in a proper, efficient and reputable manner; 

  
 in accordance with the Service Agreement. 
  

	7.3	No noxious use 

  
 The Tenant must not at any time do or knowingly allow to be done in or on the Premises: 
  

	 	(a)	any immoral or illegal act, trade, business, occupation or calling; or 

  

	 	(b)	any thing which causes damage or disturbance to the occupiers or owners of adjoining or neighbouring lands or buildings. This clause 7. 3(b) does not prevent or restrict the Tenant
from using the Premises for any purpose referred to in clause 7.1. 

  

	7.4	Hazardous Substances 

  
 The Landlord acknowledges that, in the course of the Tenant’s use of the Premises, the Tenant may use or store on the Premises fuels, lubricants,
chemicals or other items which might normally be expected to be found at Premises used for such purposes including substances and materials which may be hazardous. The Tenant will use reasonable endeavours to handle and manage such hazardous
substances with due care and in accordance with all normal industry guidelines. 
  

	7.5	Restrictions on assignment and other dealings 

  

	 	(a)	The Tenant must not during the continuance of this lease assign, transfer, mortgage, charge or otherwise deal with the Tenant’s interest in the Premises without the
Landlord’s prior consent, which must not be unreasonably withheld or delayed if: 

  

	 	(i)	the Tenant proves to the Landlord’s reasonable satisfaction that the proposed assignee, transferee or licensee (collectively the Ingoing Tenant) is a respectable, responsible
and solvent person; 

  

	 	(ii)	the proposed assignee, transferee or licensee, if it is or includes a proprietary company, furnishes to the Landlord any guarantees of its obligations under this lease that the
Landlord reasonably requires; 

  

	 	(iii)	the Tenant and the proposed assignee, transferee or licensee enter into a deed with the Landlord in the form reasonably required by the Landlord in which the proposed assignee,
transferee or licensee covenants to duly comply with the Tenant’s obligations under this lease; and 









	 	(iv)	the Tenant pays to the Landlord the proper costs and expenses, including legal costs, fees and expenses: 

  

	 	A.	incurred by the Landlord in making inquiries as to the respectability, responsibility and solvency of the proposed assignee, transferee or licensee; and 

  

	 	B.	of and incidental to the Landlord giving its consent and the preparation or perusal (as applicable) and completion of the deed referred to in clause 7.5(c).


  

	 	(b)	Despite anything in this clause 7.5, the Landlord’s consent is not required for: 

  

	 	(i)	a sub letting of the Premises or any part of them; 

  

	 	(ii)	an assignment of this lease to a company which is a related body corporate of the Tenant within the meaning of the Corporations Act 2001 (Cth); 

  

	 	(iii)	an assignment of this lease to a permitted assignee under the Service Agreement, where the Landlord is a party to the Service Agreement; or 

  

	 	(iv)	any fixed or floating charge over the whole of the Tenant’s undertaking. 

  


	 	(c)	In the case of an assignment under clause 7.5(b)(ii) or (iii) the Tenant must procure the assignee to enter into a deed with the Landlord covenanting to be bound by this lease from
the date of assignment. 

  

	 	(d)	The obligations of the Tenant continue until the Termination Date but do not continue into any period of overholding or into any Option Term. 

  

	7.6	Licence to Use Common Areas 

  
 The Landlord grants to the Tenant the right for the Tenant and the Tenant’s employees, contractors, agents and invitees to use the Common Areas in
common with the Landlord and other tenants and occupiers of the Building. 
  

	7.7	Car Parking and Delivery Areas 

  
 Without limiting the generality of clause 7.6, the Landlord must ensure that: 
  

	 	(a)	the Tenant and the Tenant’s employees, contractors, agents and invitees have access to and use of such parts of the Common Areas comprising car parking areas and such other car
parking areas which service the Building, to the same extent and on the same terms as car parking is available to doctors, patients visitors and employees of and to the Hospital Business; and 

  

	 	(b)	the Tenant and the Tenant’s contractors have access to and use of such parts of the Common Areas comprising loading bays or delivery areas for the purposes of delivery and
collection of goods and materials to the same extent and on the same terms as such areas are available for use by the Hospital Business. 

  

	7.8	IT and Telecommunications 

  
 Where the Landlord or a Related Body Corporate of the Landlord is the Hospital Operator or where the Landlord, as owner of the Land and Building is the
owner of or has control of the IT and Telecommunications Equipment, the Landlord grants, or will procure its Related Body Corporate to grant, to the Tenant the right to access and use the IT and Telecommunications Equipment, on the basis that the
Tenant will reimburse to the Landlord or the Landlord’s Related Body Corporate, within 7 days of demand, any additional costs or expenses incurred by the Landlord or the Landlord’s Related Body Corporate as a result of the Tenant’s
use of the IT and Telecommunications Equipment. 








	7.9	Rules 

  
 The Tenant must comply with any rules from time to time of any body corporate or owner’s corporation having control over the Common Areas, notified
to the Tenant in writing, to the extent that such rules are not inconsistent with the terms of this lease. 
  

	8.	Maintenance, repair and alterations 

  

	8.1	To keep in repair 

  

	 	(a)	The Tenant must during the Term and otherwise for so long as the Tenant remains in possession or occupation when, where and as often as needed repair and keep the Premises in the
order and condition they were in at the Commencement Date, except for: 

  

	 	(i)	fair wear and tear, structural defects, damage resulting from structural defects, and repairs and maintenance of a structural or capital nature; and 

  

	 	(ii)	damage by fire, explosion, storm, tempest, lightning, earthquake, floods, riots, civil commotion, aircraft accident, objects falling from aircraft, Act of God and any other risk
against which the Landlord or a prudent landlord would insure or has insured or is obliged to insure under this lease. 

  

	 	(b)	The Tenant is not responsible under any circumstances for: 

  

	 	(i)	repairs and maintenance of a structural and capital nature; 

  

	 	(ii)	the replacement or the cost of replacement of any major component of any part of the Building; 

  

	 	(iii)	the repair and maintenance of conduits or equipment providing the Services to the Premises including any Air Conditioning Equipment; or 

  

	 	(iv)	any cleaning charges or maintenance in relation to the Common Areas, 

  
 unless required because of a wrongful act or omission of the Tenant or its contractors and the damage is not the subject of the exceptions referred to in
clause 8.1(a). 
  

	8.2	Waste storage and cleaning 

  

	 	(a)	The Tenant must store and keep all trade waste and rubbish in proper receptacles; 

  

	 	(b)	the Tenant must arrange for regular removal of all trade waste, trash and rubbish from the Building excluding any Common Areas which are the responsibility of the Landlord where
there are other tenants in the Building; and 

  

	 	(c)	the Tenant must keep the Premises in a clean and tidy condition. 

  

	8.3	Breakages 

  
 The Tenant must promptly and with all due diligence repair defective windows, lights, doors, locks and fastenings and replace missing light globes and
fluorescent tubes, keys and keycards. 








	8.4	Broken Glass 

  
 The Tenant must repair and replace all broken glass including exterior windows with glass of the same or similar quality. 
  

	8.5	Air Conditioning maintenance and repair 

  
 If the Premises are serviced by Air Conditioning Equipment supplied by the Landlord, the Landlord must repair at the Landlord’s expense any breakdown
or defect in the Air Conditioning Equipment within a reasonable time of notice being given of the breakdown or defect. If the Landlord fails to repair the Air Conditioning Equipment within a reasonable time, the Tenant may arrange repairs at the
Landlord’s cost. 
  

	8.6	Landlord to carry out repairs 

  
 The Landlord must at its own cost: 
  

	 	(a)	keep the Premises wind and watertight and in a sound structural condition; 

  

	 	(b)	in a proper and timely manner carry out all repairs, maintenance and replacements to the Premises which are not the obligation of or specifically payable by the Tenant under this
lease, including repairs and maintenance of a structural or capital nature and for the replacement and the cost of replacement of any major component of any part of the Building, unless required because of a wrongful act or omission of the Tenant or
its contractors; and 

  

	 	(c)	fully maintain, replace and repair and keep the Landlord’s fixtures and fittings, and conduits providing the Services to the Premises including any Airconditioning Equipment,
in good and substantial repair, working order and condition. 

  

	8.7	Landlord entry rights to carry out repairs 

  

	 	(a)	The Landlord may at all reasonable times, on giving the Tenant at least 24 hours notice, except in an emergency when no notice is required, enter the Premises accompanied by a
representative of the Tenant, so long as a representative is made available by the Tenant for this purpose, during normal business hours with workmen and others and all necessary materials for the purposes of: 

  

	 	(i)	complying with any request, requirement, notice or order of any authority that has jurisdiction or authority over or in respect of the Premises ; or 

  

	 	(ii)	complying with its repair and maintenance obligations under the lease. 

  

	 	(b)	In exercising any power under this clause 8.7, the Landlord must: 

  

	 	(i)	minimise as far as practicable any inconvenience or interruption to the business of the Tenant and not cause any undue inconvenience to the Tenant; 

  

	 	(ii)	first give reasonable notice to the Tenant of its intention to enter and agree a program and if necessary staging of any works with the Tenant; and 

  

	 	(iii)	be accompanied by a representative of the Tenant (so long as a representative is made available by the Tenant for this purpose). 









	8.8	Tenant may repair 

  
 If the Landlord does not carry out repairs or maintenance within a reasonable time after being notified by the Tenant of repairs or maintenance to be
carried out by the Landlord in accordance with its obligations under the lease, the Tenant may undertake or cause to be undertaken the repairs and maintenance. 
  

	8.9	Structural alterations 

  
 The Tenant must not make any structural alterations or additions to the Premises without the Landlord’s prior written consent, which must not be
unreasonably withheld or delayed. The Landlord may, as a condition of giving its consent to a structural alteration or addition to the Premises, require the Tenant to remove that alteration or addition and to reinstate the Premises at the expiry or
earlier termination of the Term. 
  

	9.	General Tenant’s obligations 

  

	9.1	Services 

  
 The Tenant must pay all accounts for the supply of electricity and telephone services to the Premises as and when they become due. 
  

	9.2	Electricity 

  
 If electricity is not separately metered to the Premises: 
  

	 	(a)	the Landlord must, at its cost, install meters for the purpose of measuring the supply of electricity to the Premises, or if that is not practical, 

  

	 	(b)	the Landlord will, at least 30 days prior to the start of each year of the Term provide a written estimate to the Tenant of electricity which is likely to be consumed by the Tenant
at the premises for the relevant year (“Landlord’s Estimate”); 

  

	 	(c)	if the parties agree the Landlord’s Estimate, the Tenant will pay that amount by equal monthly instalments, to the Landlord in satisfaction of its obligation in clause 9.1
relating to electricity; and 

  

	 	(d)	if the Landlord does not provide a Landlord’s Estimate then the Landlord’s Estimate will be deemed to be the amount of the electricity charges paid by the Tenant to the
Landlord for the immediately preceding year of the Term and will be deemed to have been provided at the start of the relevant year of the Term; 

  

	 	(e)	if the parties do not agree the Landlord’s Estimate then either party may, within one month of the Landlord’s Estimate being provided, request the President for the time
being of the Property Council of Australia in the Relevant State to appoint an independent expert to determine the likely consumption of electricity by the Tenant at the Premises for the relevant year, and in doing so: 

  

	 	(i)	the independent expert must take into account the equipment used by the Tenant in the Premises, the hours of operation and other things which may be relevant to such consumption;


  

	 	(ii)	the independent expert shall act as an expert and not an arbitrator; 

  

	 	(iii)	the determination of the independent expert shall be final and binding; and 









	 	(iv)	the costs of the independent expert shall be borne equally between the parties; and 

  

	 	(f)	the Tenant will pay the amount determined by the independent expert (or, if the electricity charges are not determined in accordance with sub-clause (e) in the circumstances
contemplated by sub-clause (d), the Landlord’s Estimate), by equal monthly instalments, to the Landlord in satisfaction of its obligation in clause 9.1 relating to electricity. 

  

	9.3	Floor overloading 

  
 The Tenant must not knowingly do or allow to be done on the Premises anything in the nature of overloading any floor of the Building which might cause the
Building to be strained, or any walls or floors to sag or deflect from the right line, or otherwise damage the Building. 
  

	9.4	Provision of electricity 

  

	 	(a)	The Landlord must ensure that the supply of electricity provided to the Premises is at least equal to: 

  

	 	(i)	the supply of electricity provided to the Premises at the Commencement Date of the Lease; and 

  

	 	(ii)	the supply of electricity provided to other occupiers of the Building. 

  

	 	(b)	Subject to clause 9.4(a), the Tenant agrees not to overload the power circuits at the Premises. 

  

	9.5	Use of facilities 

  
 The Tenant must not: 
  

	 	(a)	use or knowingly allow the lavatories, toilets, sinks, drainage and other plumbing facilities in the Premises to be used for any purposes other than those for which they were
constructed or provided; or 

  

	 	(b)	deposit or allow to be deposited in these facilities any sweepings, rubbish or other matter. 

  
 The Tenant must promptly make good any damage to these facilities caused by the Tenant’s misuse. 
  

	9.6	Heating 

  
 So long as the Tenant has first been given copies of all relevant policies of insurance for the Building and Premises, the Tenant must not knowingly use
or allow to be used any method of heating or lighting the Premises in contravention of any insurance policy in respect of the Premises. 
  

	10.	Relocation 

  

	10.1	Relocation Notice 

  
 If the Landlord or a Related Body Corporate of the Landlord is the Hospital Operator and wishes to relocate the Hospital Business to alternative premises
(“New Hospital”), it must give at least 6 months’ written notice of its intention to do so (“Relocation Notice”) to the Tenant. 








	10.2	Tenant’s Notice 

  
 The Tenant may, within one month of receiving the Relocation Notice, give written notice to the Landlord that it requires to relocate the business carried
on at the Premises to the New Hospital (“Tenant’s Notice”). 
  

	10.3	Landlord’s Offer 

  
 The Landlord must, within one month of receiving the Tenant’s Notice, provide or procure its Related Body Corporate to provide, to the Tenant a
formal offer to lease premises in the New Hospital which are comparable to the Premises (“New Premises”) on terms no less favourable than this Lease (“New Lease Offer”). 
  

	10.4	Tenant’s Acceptance 

  
 The Tenant may, within one month of receiving the New Lease Offer, formally accept the New Lease Offer. If the Tenant accepts the New Lease Offer the
parties will execute a surrender of this lease and a new lease of the New Premises in accordance with the New Lease Offer, both to take effect from the date on which the Tenant commences operation of its business from the New Premises, such
documents to be prepared by and at the cost of the Landlord or its Related Body Corporate. If the Tenant does not accept the New Lease Offer then this Lease will terminate on the date the Landlord or its Related Body Corporate ceases to operate the
Hospital Business from the Building (being a date no earlier than 6 months from the date of the Landlord’s Notice) and neither party shall have a claim against the other except arising from any breach of this Lease prior to the date of
termination. 
  

	11.	Termination 

  
 If the Landlord or Related Body Corporate of the Landlord is not the Hospital Operator and the Hospital Operator wishes to cease operation of the Hospital
Business from the Building: 
  

	 	(a)	the Landlord must give written notice to the Tenant as soon as reasonably practicable after becoming aware; and 

  

	 	(b)	the Tenant may, by notice in writing to the Landlord, terminate this lease. 

  

If the Tenant terminates this lease under this clause, neither party shall have any claim against the other except arising from any breach of this
lease prior to the date of termination. 
  

	12.	Insurance and destruction 

  

	12.1	Public risk insurance 

  
 The Tenant must: 
  

	 	(a)	effect and maintain during the Term and any overholding at its own expense with a reputable insurer public risk insurance against liability for bodily injury or property damage
arising from the use or occupation of the Premises for at least $10 million; 

  

	 	(b)	punctually pay all the premiums payable in respect of the insurance; and 

  

	 	(c)	produce and promptly deliver to the Landlord, if the Landlord so demands, a certificate of currency in respect of the insurance noting the interests of the Landlord as owner of the
Premises and any mortgagee of the Premises notified to the Tenant, in writing. 









	12.2	Building insurance 

  
 The Landlord must: 
  

	 	(a)	at all times during the Term and any overholding at its own expense insure with a reputable insurer the Premises (but excluding all additions to the Premises carried out by the
Tenant and all tenants’ fixtures and fittings) for their full replacement value against fire, explosion, storm, tempest, lightning, earthquake, floods, other Acts of God, riots, civil commotion, aircraft accident, objects falling from aircraft,
and any other risks that a prudent landlord may reasonably require, or as required to cover the liabilities of the Landlord under the terms of this lease, including loss of rent insurance that will not exceed a period of 12 months from the date on
which it first became applicable; and 

  

	 	(b)	produce and promptly deliver to the Tenant, if the Tenant so demands, a certificate of currency in respect of the insurance. 

  

	12.3	Insurance not to be voided 

  
 So long as the Tenant has first been given copies of all relevant policies, the Tenant must not at any time during the Term and any overholding knowingly:

  

	 	(a)	do, omit or allow to be done or omitted on the Premises; or 

  

	 	(b)	bring onto or keep on the Premises, or allow to be brought onto or kept on the Premises, 

  
 anything which may render void or voidable any insurance relating to the Premises against damage by fire and other risks.

  

	12.4	Insurance of Tenant’s Fixtures on Assignment 

  
 If the interest of Tenant is assigned to any person other than a Related Body Corporate, then the new tenant must insure and keep insured with a reputable
insurer to the full insurable value on a replacement and reinstatement basis, the Tenant’s Fixtures against such risks as the Landlord may reasonably require. 
  

	12.5	Total Destruction 

  

	 	(a)	If the Premises are: 

  

	 	(i)	totally destroyed or damaged so as to render the repair or making good of the damage impractical or undesirable; or 

  

	 	(ii)	compulsorily acquired by any competent authority, 

  
 either party may within 30 days from the date of destruction, damage or acquisition by notice to the other terminate this lease with effect from the date
of damage, destruction or acquisition. 
  

	 	(b)	If neither party delivers to the other a notice terminating this lease, the Landlord must within 2 months after the occurrence of the damage or destruction commence to rebuild and
diligently complete rebuilding the Premises substantially in accordance with its original design or another design that the Landlord and Tenant agree on, having regard to the nature of the business conducted by the Tenant from the Premises.










	 	(c)	If the Premises are not rebuilt within 6 months after the occurrence of the damage or destruction and ready for use and occupation by the Tenant, then the Tenant may by notice to
the Landlord terminate this lease with effect from the date of this notice. 

  

	12.6	Partial destruction 

  

	 	(a)	If the Premises are: 

  

	 	(i)	partially destroyed or damaged; or 

  

	 	(ii)	if access to the Premises is substantially inhibited by such destruction or damage, 

  
 the Landlord must as soon as reasonably possible and, in any event, within 1 month, replace and make good the whole of the
destroyed or damaged portion of the Premises as nearly as possible to the condition it was in immediately before the damage or destruction. 
  

	 	(b)	If the Landlord does not promptly and with all due diligence commence to repair and make good the damage or destruction, or does not complete the repairs or making good within 3
months, then the Tenant may by notice to the Landlord terminate this lease with effect from the date of the notice. 

  

	12.7	Dispute 

  
 If there is any dispute between the Landlord and the Tenant as to whether the Premises are totally destroyed or damaged the dispute must be referred to a
practising architect appointed by the President of the Relevant State’s Chapter of the Royal Institute of Architects (Relevant State Division) who will act as an expert and not as an arbitrator in determining the dispute and whose decision will
be final and binding on the parties. The costs of the expert will be borne equally by the Landlord and the Tenant. 
  

	12.8	Abatement on damage 

  

	 	(a)	If the whole or any part of the Building or the access to it is destroyed or damaged so as to render the Premises during the Term substantially inaccessible or unfit for use and
occupation by the Tenant, then the total Rent and all other money payable by the Tenant under this lease, or a proportionate part of it according to the nature and extent of the damage sustained, will abate until the Premises have been rebuilt,
reinstated or made accessible or fit for use and occupation. 

  

	 	(b)	The Tenant is not entitled to any abatement under clause 12.8(a) if the damage or destruction is caused by an act, omission or default of the Tenant as a consequence of which the
insurance policy in respect of the Premises has been vitiated or payment of any insurance money under the policy is refused. 

  

	 	(c)	Any dispute as to the duration or extent of the abatement under clause 12.8(a) must be referred to arbitration under the provisions of the laws in force in the Relevant
State. 









	13.	Indemnities and release 

  

	13.1	Release 

  
 The Tenant: 
  

	 	(a)	occupies and uses the Premises at its own risk; and 

  

	 	(b)	releases to the full extent permitted by law the Landlord and its contractors, employees and agents from all claims and demands of every kind resulting from any accident, damage,
death or injury occurring in the Premises or the surrounding areas, except to the extent that the accident, damage, death or injury is caused by the neglect, act, default or omission of the Landlord or its contractors, employees, agents or invitees.


  

	13.2	General indemnity 

  
 The Tenant indemnifies the Landlord against all actions, claims, demands, losses, damages, costs and expenses for which the Landlord is or may be or
become liable in respect of or arising from any damage to property, loss of life, or injury to persons to the extent caused or contributed to by the Tenant or its contractors, employees or agents in or on any part of the Premises or the surrounding
areas, whether in the occupation or control of the Landlord, the Tenant or any other person. But the Tenant is not obliged to indemnify the Landlord in respect of: 
  

	 	(a)	claims arising from loss or damage attributable to the defective or dangerous condition of any of the Landlord’s property, including the Premises or the surrounding areas,
except to the extent to which the defective or dangerous condition was created by the Tenant or its contractors, employees or agents; 

  

	 	(b)	any accident or injury to or death of any person or damage or injury to or loss of the property of any person to the extent caused or contributed to by the neglect act, default or
omission of the Landlord or its contractors, employees, agents or invitees in which case the Landlord remains responsible to the extent of the contribution; or 

  

	 	(c)	claims by an employee of the Landlord in respect of which the Landlord is covered under workers compensation insurance where the injury is not due to the negligence of the Tenant or
its employees or agents. 

  

	14.	Landlord’s obligations 

  

	14.1	Quiet enjoyment 

  
 So long as the Tenant pays the Rent reserved by this lease and duly and punctually complies with its obligations under this lease, the Tenant may
peaceably possess and enjoy the Premises during the Term without any interruption or disturbance from the Landlord or any other person lawfully claiming by, from or under the Landlord. 
  

	14.2	Services 

  
 The Landlord must use its best endeavours to ensure that all Services to the Building are operating and available to the Tenant at all times but is not
liable to the Tenant if the Services are not operating and available to the Tenant due to any act or thing beyond the reasonable control of the Landlord. 








	14.3	Landlord to pay rates and comply with orders 

  
 The Landlord must: 
  

	 	(a)	pay all rates, charges, taxes and other assessments levied, assessed or otherwise charged or taxed against the Premises; and 

  

	 	(b)	to the extent that it is not the Tenant’s responsibility under this Lease, comply with all statutes, ordinances, proclamations, orders and regulations affecting or relating to
the Premises. 

  

	14.4	Mortgagee and charges 

  
 The Landlord must obtain from any mortgagee, caveator or chargee of the Land their unconditional written consent to this lease. The Tenant must pay to the
Landlord the Landlord’s reasonable costs in obtaining those consents. 
  

	14.5	Common Areas 

  
 The Landlord must use its best endeavours at all times during the Term and any overholding to keep any Common Areas in a good and suitable state of
repair. 
  

	14.6	Requirements of public authorities 

  

	 	(a)	The Tenant and the Landlord in accordance with their respective obligations under the lease must comply with all statutes and ordinances affecting or relating to the Premises or the
use of the Premises, and with all requirements made or notices or orders given by any authority that has jurisdiction or authority in respect of the Premises or the use of the Premises (each a Requirement). 

  

	 	(b)	The Tenant is not required by clause 14.6(a) to: 

  

	 	(i)	make any structural or capital alterations or works except where the same are required due to: 

  

	 	A.	the sex or number of employees of the Tenant; or 

  

	 	B.	the nature of the Tenant’s business; or 

  

	 	C.	the Tenant’s use or particular occupation of the Premises; or, 

  

	 	(ii)	comply with any Requirement which would have required compliance whether or not the Tenant was in occupation of the Premises. 

  

	14.7	Acknowledgment as to ownership of fixtures and fittings 

  
 The parties acknowledge and agree that all Tenant’s chattels and fittings are and will, subject to clause 15.8, remain the Tenant’s property.

  

	15.	Default and termination 

  

	15.1	Re-entry or surrender on default 

  
 If: 
  

	 	(a)	the Rent or any part of it remains unpaid for 30 days after the due date for payment, or 









	 	(b)	the Tenant, being a corporation, makes any arrangement or composition with its creditors or enters into liquidation (except for the purpose of amalgamation or reconstruction) or has
a receiver or receiver and manager or an official manager appointed; or 

  

	 	(c)	the Tenant fails to comply with any of its obligations expressed or implied in this lease, and the failure continues for the period specified in clause 15.4(b) after the service of
a notice on the Tenant requiring the Tenant to remedy the failure (unless the failure to comply has been waived or excused by the Landlord in writing), 

  
 the Landlord may, without prejudice to any claim which the Landlord may have against the Tenant in respect of any breach of
the Tenant’s obligations under this lease, re enter and repossess the Premises, and on re-entry this lease will absolutely terminate. If the Landlord does not exercise the rights under this lease on one or more occasions, it does not preclude
exercising of the Landlord’s rights on later occasions. 
  

	15.2	Landlord may remedy Tenant’s default 

  
 If the Tenant fails to pay any money or to do any thing which the Tenant must pay or do under this lease, the Landlord may, without prejudice to any
rights or powers arising from the default, pay the money or do the thing by itself as if it were the Tenant, and for that purpose the Landlord may enter the Premises for the purpose of doing or effecting that thing. 
  

	15.3	Interest on moneys overdue 

  
 The Tenant must pay the Landlord on demand interest on any moneys due and payable to the Landlord under this lease at the rate of 2 per cent per annum
above the general commercial prime rate of interest charged by the head office of Westpac Banking Corporation in the Relevant State. 
  
 The interest rate in this clause 15.3 must be computed from the due date for payment until payment in full of the money in respect of which the interest
is chargeable. 
  

	15.4	Damages for breach of essential terms 

  

	 	(a)	The parties agree that clauses 3, 7.1, 7.5, 8.1 and 12.1 are essential terms of this lease and a breach for non-observance or non-performance of any one or more of such covenants,
terms and conditions will be deemed to be a fundamental breach of the provisions of this lease on the part of the Tenant. 

  

	 	(b)	If the Tenant breaches an essential term of this lease and the Landlord re-enters and takes possession of the Premises, the Landlord may recover all money payable by the Tenant
under this lease up to the expiration of the Term. 

  

	15.5	Opportunity to rectify default 

  
 Despite any other provision in this lease, the Landlord must not re enter the Premises or terminate or forfeit this lease or the Term unless the Landlord
first gives the Tenant notice of the breach, default or non compliance on which the Landlord relies in seeking to act. If the breach, default or non compliance is remediable: 
  

	 	(a)	by payment of money, and the Tenant pays to Landlord within 30 days of service of the notice all money necessary to remedy the breach, default or non compliance; or


  

	 	(b)	other than by the payment of money, and the Tenant within 30 days of the service of the notice gives the Landlord a written undertaking to remedy the breach, default or non
compliance and does remedy it within a reasonable time having regard to its extent, but in any event within 45 days of giving the undertaking, 








 then the Landlord is not entitled to rely on, and will be deemed to have waived absolutely, the breach,
default or non compliance specified in the notice to the Tenant as a ground for re entry, termination or forfeiture, and this lease will continue in full force and effect as if the breach, default or non compliance had not occurred. 
  

	15.6	Landlord to Mitigate Loss 

  
 If the Tenant repudiates this Lease then, whether or not the Landlord elects to terminate this Lease, the Landlord shall use its best endeavours to
mitigate any loss. 
  

	15.7	Tenant’s right to terminate 

  
 The Tenant may terminate this lease by notice in writing to the Landlord if: 
  
 the Service Agreement is terminated through no fault of the Tenant. 
  
 If the Tenant terminates this lease under this clause, neither party shall
have any claim against the other except arising from a breach of this lease prior to the lease date of termination. 
  

	15.8	Yielding up 

  
 The Tenant must at the expiry or earlier termination of this lease peaceably surrender and yield up the Premises to the Landlord. 
  

	15.9	Removal of Tenant’s Fixtures 

  
 The Tenant: 
  

	 	(a)	must at or before the termination of this lease remove from the Premises all its chattels and personal effects; and 

  

	 	(b)	may (and must if requested by the Landlord) at or before the termination of this lease remove from the Premises all the Tenant’s fixtures and fittings.


  
 In removing all these items, the Tenant must:

  

	 	(c)	not damage the Premises; and 

  

	 	(d)	promptly make good any damage which the Tenant does cause. 

  
 Any fixtures and fittings that the Landlord has agreed need not be removed by the Tenant at the termination of this lease shall, to the extent they have
not been transferred to an incoming tenant of the Premises, become the property of the Landlord. 
  

	16.	Signage 

  
 The Tenant may erect and maintain signs (including illuminated signs), logos, advertisements or notices: 
  

	 	(a)	in, on or over the Premises relating to the Tenant or any sub-tenant of the Tenant, or the nature or conduct of the business on the Premises; and 

  

	 	(b)	in, on or over such other parts of the Building as are reasonably required by the Tenant to identify the location of the Premises, 








 of a similar type and size to those erected and maintained by other occupiers of the Building and the
Landlord (other than the Landlord’s internal and external main signs naming the Building) subject only to approval by the Landlord which will not be unreasonably withheld and after obtaining any necessary approvals or permits from relevant
authorities 
  

	17.	General 

  

	17.1	Waiver 

  
 No waiver by the Landlord of one breach of any obligation contained or implied in this lease operates as a waiver of another breach of the same or of any
other obligation contained or implied in this lease. 
  

	17.2	Costs of lease and registration 

  

	 	(a)	Each party must pay its own legal costs of and incidental to the preparation and completion of this lease. 

  

	 	(b)	The Tenant must pay all stamp duty payable and registration fees on this lease (if any) and the Landlord’s proper and reasonable legal costs: 

  

	 	(i)	on any application for the Landlord’s consent under this lease; 

  

	 	(ii)	of or incidental to any breach or default by the Tenant under this lease; and 

  


	 	(iii)	of or incidental to the valid exercise or valid attempted exercise of any right, power or remedy of the Landlord under this lease. 

  

	17.3	Notices 

  

	 	(a)	Any notice, demand, consent or approval (collectively notice) under this lease must be: 

  

	 	(i)	in writing; and 

  

	 	(ii)	given to or served on (as applicable): 

  

	 	A.	the Tenant, by being left at the Tenant’s registered office or at its principal place of business in the Relevant State (in the case of a company) or the last known private
address in the case of an individual, or by being posted by registered post to the Tenant at the Tenant’s registered office and marked for the attention of the company secretary, principal place of business or private address (as applicable);
and 

  

	 	B.	the Landlord, by being left at the Landlord’s registered office or at its principal place of business in the Relevant State(in the case of a company) or the last known private
address (in the case of an individual), or by being posted by registered post to the Landlord at the Landlord’s registered office and marked for the attention of the company secretary, principal place of business or private address (as
applicable). 

  

	 	(b)	A notice, if posted, is taken as duly served at the expiry of 3 Business Days after the date of posting. In proving it has been given, it is sufficient to prove that the envelope
containing the notice was properly addressed, stamped and registered and put into a post office box in Australia. 









	 	(c)	A notice given by a company may be sealed by the company or signed on its behalf by the manager, the company secretary, other authorised officer of the company or its solicitors.


  

	17.4	“For Sale” and “To Let” notices 

  

	 	(a)	The Tenant must: 

  

	 	(i)	throughout the Term at all reasonable times and on 24 hours notice, allow the Landlord to show the Premises to prospective purchasers and to fix and display on any reasonable part
of the Premises the usual “For Sale” notice; and 

  

	 	(ii)	during the 1 month immediately preceding the Termination Date, unless the Tenant has exercised its right (if any) to a further term allow the Landlord, to fix and display on any
reasonable part of the Premises the usual “To Let” notice. 

  

	 	(b)	In exercising any right under clause 17.4, the Landlord must: 

  

	 	(i)	minimise as far as practicable any inconvenience or interruption to the business of the Tenant and not cause any undue inconvenience to the Tenant; 

  

	 	(ii)	first give reasonable notice to the Tenant of its intention to enter; and 

  

	 	(iii)	be accompanied by a representative of the Tenant (so long as a representative is made available by the Tenant for this purpose). 

  

	17.5	Non merger 

  
 None of the terms or conditions of this lease nor any thing done under or in connection with this lease or any other agreement between the parties will
operate as a merger of any of the rights and remedies of the parties under this lease or under that other agreement, all of which will continue in full force and effect. 
  

	17.6	Relationship of parties 

  
 Nothing expressed or implied in this lease may be deemed or treated by the parties or by any third party as creating the relationship of partnership,
principal and agent, or joint venture between the parties. The parties understand and agree that neither the method of computation of Rent nor any other provision in this lease, nor any acts of the parties, will be deemed to create any relationship
between the parties other than that of Landlord and Tenant on the terms and conditions in this lease. 
  

	17.7	Holding over 

  
 If the Tenant continues to occupy the Premises with the Landlord’s consent after the expiry or earlier termination of the Term or the period of any
validly exercised option, the Tenant will become a monthly tenant only at a monthly rental equal to a monthly proportion of the total annual Rent payable by the Tenant under this lease at that time and otherwise on the same terms and conditions as
those contained in this lease so far as applicable. 








	17.8	Severance 

  
 If any part of this lease is or becomes void or unenforceable, that part is or will be severed from this lease to the intent that all parts that are not
or do not become void or unenforceable remain in full force and effect and are unaffected by that severance. 
  

	17.9	Whole agreement 

  

	 	(a)	This lease and the Service Agreement embody the entire agreement between the parties with respect to the subject matter of this lease and supersede any prior negotiation,
arrangement, understanding or agreement with respect to the subject matter or any term of this lease. 

  

	 	(b)	Any statement, representation, term, warranty, condition, promise or undertaking made, given or agreed to in any prior negotiation, arrangement, understanding or agreement, has no
effect except to the extent expressly set out or incorporated by reference in this lease. 

  

	18.	Option of renewal 

  

	18.1	Option 

  
 If: 
  

	 	(a)	the Tenant wishes to take a renewed lease of the Premises for the Option Term specified in Item 11A of the Schedule from the expiry of this lease, the Tenant must give the Landlord
written notice that it wishes to do so within the period specified in Item 11B of the Schedule; or 

  

	 	(b)	the Tenant has validly extended the term of the Service Agreement for a corresponding term to the Option Term specified in Item 11A of the Schedule; and


  

	 	(c)	the Tenant has remedied any default under this lease of which the Landlord has given the Tenant notice or the Landlord has waived such default, 

  
 the Landlord must grant to the Tenant a renewal of this lease for that
Option Term. 
  

	18.2	Terms of renewed lease 

  
 The renewed lease will be subject to the same provisions as are contained in this lease except that: 
  

	 	(a)	if the number of unexercised Option Terms is more than 1, the number of option terms specified in Item I2 of the Schedule will be reduced by 1; 

  

	 	(b)	if the number of unexercised Option Terms is 1: 

  

	 	(i)	this clause 18 must be deleted; and 

  

	 	(ii)	Items 11 and 12 of the Schedule must be deleted; and 

  

	 	(c)	if the commencement date of the Option Term is a date specified in Items 10A or 10B of the Schedule, the Rent must be determined in accordance with clause 4.










	19.	Goods and Services Tax (GST) 

  
 When determining the amount payable for any goods, services or any other thing under this lease (Consideration), the following principles apply:

  

	 	(a)	if the recipient of Consideration is liable to GST in relation to the supply of goods, services or any other thing under this lease, the Consideration must be increased by the
amount of GST; 

  

	 	(b)	if the Consideration is calculated by reference to any cost, expense or liability however described (Cost) incurred by a party, the reference to Cost means the actual amount
incurred by the party less the amount of GST input tax credit the party is entitled to claim in respect of that Cost; 

  

	 	(c)	the Landlord will do all that is required, including providing tax invoices, to enable or assist the Tenant in claiming any GST input tax credit; and 

  

	 	(d)	if the price for a supply of anything provided under this lease is to be increased by reference to movements in any index, such as the Consumer Price Index, any increase in the
index attributable to the introduction of, or change in the rate of, GST is to be excluded from the index in calculating the increased price. 

  

	20.	Exclusivity 

  
 The Landlord must not during the term of this lease or any extension, renewal or overholding of this lease: 
  

	 	(a)	carry on or be concerned, engaged, interested or employed directly or indirectly in a trade, business or calling similar to that conducted by the Tenant in the Premises;


  

	 	(b)	grant a lease, licence or any right to occupy any part of the Building to any person other than the Tenant for any trade business or calling similar to the use to which the Premises
are put by the Tenant or such other trade business or calling conducted by the Tenant in the Premises. 

  
 PROVIDED THAT this undertaking by the Landlord will immediately cease in the event that the Tenant consistently fails to remedy a material breach of the
Service Agreement within 1 month (or such longer time as is reasonable in the circumstances) of the Landlord giving written notice to the Tenant of such breach. 
  


	21.	Lease conditional 

  

	 	(a)	This Lease is conditional upon: 

  

	 	(i)	the Tenant being an approved pathology authority under the Health Insurance Act 1973: 

  

	 	(ii)	the Premises being approved as a licensed pathology collection centre under the Health Insurance Act 1973; 

  

	 	(iii)	the Tenant’s annual allocation of licences under the Health Insurance Act 1973 not being reduced; and 

  

	 	(iv)	the Tenant and the Premises holding all approvals under any other relevant legislation in order for the Tenant to conduct a pathology service at the Premises.










	 	(b)	The Tenant must do all things necessary to maintain all approvals and licences to allow it to conduct a pathology service at the Premises. 

  

	 	(c)	If any of the approvals or licences referred to in clause 21(b) are withdrawn, suspended or otherwise removed in any manner by the actions of a Commonwealth or State government body
responsible for regulating the affairs of pathology services, and if the Tenant’s approval licence is not fully reinstated within one month from the date on which it was so removed, then the Tenant may, 7 days after service of a written notice
on the Landlord, bring this lease to an end. 

  

	 	(d)	If the Tenant brings this lease to an end under clause 21(c), then the Tenant must pay to the Landlord liquidated damages being an amount equivalent to 2 months rent under this
lease. 

  
 [Note: clauses 21(a)(ii)
and (iii) will not apply to those sites that are collection centres and the entire clause 21 will not apply to diagnostic imaging sites] 







 Schedule - Items 
  

			
	 1A.
	  	 Landlord
	  	 
			
	 IB
	  	 Tenant
	  	 
			
	 2.
	  	 Land
	  	The whole/part of Lot         on Plan
			
	 3.
	  	 Premises
	  	The Land and Building known as #
			
	 4.
	  	 Term
	  	[to be inserted]Years
			
	 5.
	  	 Commencement Date
	  	            200#
			
	 6.
	  	 Rent Commencement Date
	  	            200#
			
	 7.
	  	 Termination Date
	  	            200#
			
	 8.
	  	 Permitted Use
	  	[Pathology Services/Diagnostic Imaging Services] and associated administration and storage
			
	 9.
	  	 Rent
	  	$              per annum payable monthly in advance on the first day of each month commencing on the Rent Commencement
Date and pro rata for part of a month.
			
	 10A
	  	 Review Dates
	  	Each anniversary of the Commencement Date (excluding any Market Review Dates)
			
	 10B
	  	 Market Review Dates
	  	The Commencement Date of any Option term
			
	 11A
	  	 Option Term
	  	[to be inserted] Years
			
	 11B
	  	 Period for Exercising Option for Renewal
	  	No earlier than 6 months before nor later than 3 months before the Termination Date
			
	 12.
	  	 Number of Option Terms
	  	3
			
	 13.
	  	 Number of beds licensed to the Hospital Business
	  	[Insert number of beds licensed to the Hospital Business]








 Executed as a deed. 
  
 The Common Seal of 
 was affixed in the presence of: 
  

	  

	  	

	     Signature of Director
	  	     Signature of Secretary/other Director

		
	  

	  	

	     Name of Director in full
	  	     Name of Secretary/other Director in full


  
 The Common Seal of 
 was affixed in the presence of: 
  

	  

	  	

	     Signature of Director
	  	     Signature of Secretary/other Director

		
	  

	  	

	     Name of Director in full
	  	     Name of Secretary/other Director in full









 Table of Contents 
  

	 Annexure “A” to Lease dated
    /    /200
	  	1
		
	 Annexure “B” to Lease dated
    /    /200
	  	2
			
	 1.
	  	 Definitions and interpretation
	  	2
				
	 	  	 1.1
	  	 Definitions
	  	2
	 	  	 1.2
	  	 Interpretation
	  	4
	 	  	 1.3
	  	 Headings
	  	5
	 	  	 1.4
	  	 Saturdays, Sundays and public holidays
	  	5
			
	 2.
	  	 Exclusion of implied covenants
	  	5
			
	 3.
	  	 Rent
	  	5
			
	 4.
	  	 Review of Rent
	  	5
				
	 	  	 4.1
	  	 Dates of review
	  	5
	 	  	 4.2
	  	 CPI Adjustment
	  	5
	 	  	 4.3
	  	 Market Review
	  	5
	 	  	 4.4
	  	 Determination by valuer
	  	6
	 	  	 4.5
	  	 Adjustment payment
	  	7
			
	 5.
	  	 Gross Rent
	  	7
			
	 6.
	  	 Adjustment of Rent
	  	7
				
	 	  	 6.1
	  	 Adjustment
	  	7
	 	  	 6.2
	  	 Failure to agree
	  	7
			
	 7.
	  	 Use of Premises and assignment
	  	7
				
	 	  	 7.1
	  	 Permitted use
	  	7
	 	  	 7.2
	  	 Tenant’s business
	  	8
	 	  	 7.3
	  	 No noxious use
	  	8
	 	  	 7.4
	  	 Hazardous Substances
	  	8
	 	  	 7.5
	  	 Restrictions on assignment and other dealings
	  	8
	 	  	 7.6
	  	 Licence to Use Common Areas
	  	9
	 	  	 7.7
	  	 Car Parking and Delivery Areas
	  	9
	 	  	 7.8
	  	 IT and Telecommunications
	  	9
	 	  	 7.9
	  	 Rules
	  	10
			
	 8.
	  	 Maintenance, repair and alterations
	  	10
				
	 	  	 8.1
	  	 To keep in repair
	  	10
	 	  	 8.2
	  	 Waste storage and cleaning
	  	10
	 	  	 8.3
	  	 Breakages
	  	10
	 	  	 8.4
	  	 Broken Glass
	  	11
	 	  	 8.5
	  	 Air Conditioning maintenance and repair
	  	11
	 	  	 8.6
	  	 Landlord to carry out repairs
	  	11
	 	  	 8.7
	  	 Landlord entry rights to carry out repairs
	  	11
	 	  	 8.8
	  	 Tenant may repair
	  	12
	 	  	 8.9
	  	 Structural alterations
	  	12
			
	 9.
	  	 General Tenant’s obligations
	  	12
				
	 	  	 9.1
	  	 Services
	  	12
	 	  	 9.2
	  	 Electricity
	  	12
	 	  	 9.3
	  	 Floor overloading
	  	13
	 	  	 9.4
	  	 Provision of electricity
	  	13
	 	  	 9.5
	  	 Use of facilities
	  	13
	 	  	 9.6
	  	 Heating
	  	13









	 10.
	  	 Relocation
	  	13
				
	 	  	 10.1
	  	 Relocation Notice
	  	13
	 	  	 10.2
	  	 Tenant’s Notice
	  	14
	 	  	 10.3
	  	 Landlord’s Offer
	  	14
	 	  	 10.4
	  	 Tenant’s Acceptance
	  	14
			
	 11.
	  	 Termination
	  	14
			
	 12.
	  	 Insurance and destruction
	  	14
				
	 	  	 12.1
	  	 Public risk insurance
	  	14
	 	  	 12.2
	  	 Building insurance
	  	15
	 	  	 12.3
	  	 Insurance not to be voided
	  	15
	 	  	 12.4
	  	 Insurance of Tenant’s Fixtures on Assignment
	  	15
	 	  	 12.5
	  	 Total Destruction
	  	15
	 	  	 12.6
	  	 Partial destruction
	  	16
	 	  	 12.7
	  	 Dispute
	  	16
	 	  	 12.8
	  	 Abatement on damage
	  	16
			
	 13.
	  	 Indemnities and release
	  	17
				
	 	  	 13.1
	  	 Release
	  	17
	 	  	 13.2
	  	 General indemnity
	  	17
			
	 14.
	  	 Landlord’s obligations
	  	17
				
	 	  	 14.1
	  	 Quiet enjoyment
	  	17
	 	  	 14.2
	  	 Services
	  	17
	 	  	 14.3
	  	 Landlord to pay rates and comply with orders
	  	18
	 	  	 14.4
	  	 Mortgagee and charges
	  	18
	 	  	 14.5
	  	 Common Areas
	  	18
	 	  	 14.6
	  	 Requirements of public authorities
	  	18
	 	  	 14.7
	  	 Acknowledgment as to ownership of fixtures and fittings
	  	18
			
	 15.
	  	 Default and termination
	  	18
				
	 	  	 15.1
	  	 Re-entry or surrender on default
	  	18
	 	  	 15.2
	  	 Landlord may remedy Tenant’s default
	  	19
	 	  	 15.3
	  	 Interest on moneys overdue
	  	19
	 	  	 15.4
	  	 Damages for breach of essential terms
	  	19
	 	  	 15.5
	  	 Opportunity to rectify default
	  	19
	 	  	 15.6
	  	 Landlord to Mitigate Loss
	  	20
	 	  	 15.7
	  	 Tenant’s right to terminate
	  	20
	 	  	 15.8
	  	 Yielding up
	  	20
	 	  	 15.9
	  	 Removal of Tenant’s Fixtures
	  	20
			
	 16.
	  	 Signage
	  	20
			
	 17.
	  	 General
	  	21
				
	 	  	 17.1
	  	 Waiver
	  	21
	 	  	 17.2
	  	 Costs of lease and registration
	  	21
	 	  	 17.3
	  	 Notices
	  	21
	 	  	 17.4
	  	 “For Sale” and “To Let” notices
	  	22
	 	  	 17.5
	  	 Non merger
	  	22
	 	  	 17.6
	  	 Relationship of parties
	  	22
	 	  	 17.7
	  	 Holding over
	  	22
	 	  	 17.8
	  	 Severance
	  	23
	 	  	 17.9
	  	 Whole agreement
	  	23









	 18.
	  	 Option of renewal
	  	23
				
	 	  	 18.1
	  	 Option
	  	23
	 	  	 18.2
	  	 Terms of renewed lease
	  	23
			
	 19.
	  	 Goods and Services Tax (GST)
	  	24
			
	 20.
	  	 Exclusivity
	  	24
			
	 21.
	  	 Lease conditional
	  	24
		
	 Schedule - Items
	  	26








 Annexure A 
 Pathology Service Level Agreement 
  
 CLAYTON UTZ

  
 Pathology Service Level Agreement 
  
 Mayne Group Limited 
 ACN 004 073 410 
 Operator 
  
 [            ] 
 ABN[        ] 
 ACN[        ]

 Service Provider 
  
 Clayton Utz Lawyers 
 Levels 22-35 No 1 O’Connell Street Sydney NSW 2000 Australia 
 DX 370 Sydney NSW 
 T + 61 2 9353 4000 F + 61 3 8220 6700 
  
 www.claytonutz.com 
  
 Our reference 271/384/21724491 







 Table of Contents 
  

	 1.
	  	 Definitions and interpretation
	  	1
				
	 	  	 1.1
	  	 Definitions
	  	1
	 	  	 1.2
	  	 Interpretation
	  	4
	 	  	 1.3
	  	 Headings
	  	4
	 	  	 1.4
	  	 Saturdays, Sundays and public holidays
	  	4
	 	  	 1.5
	  	 Undertaking By Operator
	  	4
			
	 2.
	  	 Engagement
	  	5
				
	 	  	 2.1
	  	 Patient Pathology Services
	  	5
	 	  	 2.2
	  	 Hospital Pathology Services
	  	5
	 	  	 2.3
	  	 Review of Pathology Services
	  	5
	 	  	 2.4
	  	 Initial Term
	  	5
	 	  	 2.5
	  	 Extension of Term
	  	5
	 	  	 2.6
	  	 Hospital Rights
	  	6
	 	  	 2.7
	  	 Nature of relationship
	  	6
			
	 3.
	  	 Service Provider’s obligations
	  	6
				
	 	  	 3.1
	  	 Requirements
	  	6
	 	  	 3.2
	  	 Standards
	  	8
	 	  	 3.3
	  	 Further Duties
	  	8
			
	 4.
	  	 Operator’s obligations
	  	9
			
	 5.
	  	 Rates and payment
	  	9
				
	 	  	 5.1
	  	 Rates and billing procedures for Patient Pathology Services
	  	9
	 	  	 5.2
	  	 Rates for Hospital Pathology Services
	  	9
	 	  	 5.3
	  	 Payment Terms
	  	9
			
	 6.
	  	 Force majeure
	  	10
				
	 	  	 6.1
	  	 Notice
	  	10
	 	  	 6.2
	  	 Suspension
	  	10
	 	  	 6.3
	  	 Affected party’s obligations
	  	10
	 	  	 6.4
	  	 Step In Rights upon Force Majeure Event
	  	10
			
	 7.
	  	 Warranties
	  	10
				
	 	  	 7.1
	  	 Service Providers’ warranties
	  	10
	 	  	 7.2
	  	 Operator’s warranties
	  	11
	 	  	 7.3
	  	 Survival of warranties
	  	11
	 	  	 7.4
	  	 Reliance on representations
	  	11
			
	 8.
	  	 Indemnities
	  	11
				
	 	  	 8.1
	  	 Service Provider’s indemnity
	  	11
	 	  	 8.2
	  	 Operator’s indemnity
	  	12
	 	  	 8.3
	  	 Limitation on liability
	  	12
	 	  	 8.4
	  	 Survival of obligations
	  	12
			
	 9.
	  	 Insurance
	  	12
				
	 	  	 9.1
	  	 Service Provider’s insurance
	  	12
	 	  	 9.2
	  	 Evidence
	  	13
			
	 10.
	  	 Confidentiality
	  	13
				
	 	  	 10.1
	  	 Confidentiality
	  	13
	 	  	 10.2
	  	 Permitted disclosure
	  	13
	 	  	 10.3
	  	 Return of Confidential Information
	  	14









	 	  	 10.4
	  	 Privacy Legislation
	  	14
	 	  	 10.5
	  	 Survival of obligations
	  	14
			
	 11.
	  	 Termination
	  	14
				
	 	  	 11.1
	  	 Termination by Operator
	  	14
	 	  	 11.2
	  	 Termination by Service Provider
	  	15
	 	  	 11.3
	  	 Termination of Lease
	  	15
	 	  	 11.4
	  	 Termination for Force Majeure Event
	  	15
			
	 12.
	  	 Step In Rights
	  	15
				
	 	  	 12.1
	  	 Operator’s step-in rights
	  	15
	 	  	 12.2
	  	 Operator’s rights on termination or during a Step In Period
	  	16
	 	  	 12.3
	  	 Indemnity in respect of Step In Rights
	  	17
	 	  	 12.4
	  	 Consequences of termination
	  	17
			
	 13.
	  	 GST
	  	18
				
	 	  	 13.1
	  	 Addition of GST
	  	18
	 	  	 13.2
	  	 Tax Invoice
	  	18
	 	  	 13.3
	  	 Adjustment
	  	18
	 	  	 13.4
	  	 Payments Calculated by Reference to Costs, Expenses or Other Amounts
	  	18
	 	  	 13.5
	  	 Interpretation
	  	18
			
	 14.
	  	 Disputes
	  	18
				
	 	  	 14.1
	  	 Notice
	  	18
	 	  	 14.2
	  	 Meeting of chief executive officers
	  	19
	 	  	 14.3
	  	 Mediation
	  	19
	 	  	 14.4
	  	 Continuing obligations
	  	19
			
	 15.
	  	 Assignment and subcontracting
	  	19
				
	 	  	 15.1
	  	 Assignment or subcontracting by Service Provider
	  	19
	 	  	 15.2
	  	 Assignment by Operator
	  	20
			
	 16.
	  	 Restraint on employment of the other party’s employees
	  	20
				
	 	  	 16.1
	  	 Definitions in this clause
	  	20
	 	  	 16.2
	  	 Undertaking
	  	21
	 	  	 16.3
	  	 Restraints cumulative
	  	21
	 	  	 16.4
	  	 Restraints reasonable
	  	21
			
	 17.
	  	 Formalising Schedules
	  	21
			
	 18.
	  	 General
	  	22
				
	 	  	 18.1
	  	 Further acts
	  	22
	 	  	 18.2
	  	 Notices
	  	22
	 	  	 18.3
	  	 Expenses
	  	22
	 	  	 18.4
	  	 Jurisdiction
	  	23
	 	  	 18.5
	  	 Amendments
	  	23
	 	  	 18.6
	  	 Waiver
	  	23
	 	  	 18.7
	  	 Non merger
	  	23
	 	  	 18.8
	  	 Counterparts
	  	23
	 	  	 18.9
	  	 Indemnities
	  	23
	 	  	 18.10
	  	 Severability
	  	23
	 	  	 18.11
	  	 Entire agreement
	  	23
	 	  	 18.12
	  	 Survival of certain provisions
	  	24









		
	 Schedule 1 Items
	  	25
		
	 Schedule 2 Pathology Services
	  	26
		
	 Schedule 3 Performance Criteria
	  	31
		
	 Schedule 4 Rates
	  	37
		
	 Schedule 5 Operator Services & Equipment
	  	38
		
	 Schedule 5 Hospitals forming part of the Hospitals Assets
	  	39

  







 Agreement dated 
  

	Between	  	 Mayne Group Limited ACN 004 073 410 of Level 21, 390 St Kilda Road, Melbourne, Victoria, 3004
(“Operator”)

		
	and	  	 [            ] of
[        ] (“Service Provider”)

		
	Recitals	  	 

  

	A.	The Operator operates the Hospital. 

  

	B.	The Operator wishes to engage the Service Provider and the Service Provider has agreed to provide the Pathology Services to the Operator at the Hospital on the terms contained in
this Agreement. 

  
 This Agreement provides 
  

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  
 In this Agreement: 
  
 “ACHS” means Australian Council of Health Care Standards. 
  
 “Authorisations” means: 
  

	 	(a)	any consent, registration, filing, agreement, notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a Governmental Agency; or


  

	 	(b)	any consent or authorisation regarded as given by a Governmental Agency due to the expiration of the period specified by a statute within which the Governmental Agency should have
acted if it wished to proscribe or limit anything already lodged, registered or notified under that statute. 

  
 “Business Day” means a day which is not a Saturday, Sunday or public holiday in the Relevant State. 
  
 “Commencement Date” means the date specified in Item 3 of
Schedule 1. 
  
 “Confidential Information”
means, in respect of a party, information which: 
  

	 	(a)	is by its nature confidential; 

  

	 	(b)	is designated by the disclosing party as confidential; or 

  

	 	(c)	the other party knows or ought to know is confidential, 

  
 and without limitation includes information about the identity of any patient or the medical condition of or the treatment received by any patient at the
Hospital. 
  
 “Control” means the power whether
held directly or indirectly and by whatever means (and whether or not enforceable at law or in equity) to: 
  

	 	(a)	exercise or control the right to vote attached to 50% or more of the issued shares in a body corporate; 









	 	(b)	dispose of or exercise a right of disposal in respect of 50% or more of the issue voting shares in a body corporate; or 

  

	 	(c)	appoint one half or more of the number of directors to the board or other governing body of a body corporate. 

  
 “Current Lease” means the lease (if any) referred to in
Item 2A of Schedule 1. 
  
 “Current Premises”
means the premises situated at the address specified in Item 2 of Schedule 1. 
  
 “Dispute” means a dispute under or in respect of this Agreement. 
  
 “Dispute Notice” means a notice referred to in clause 14.1. 
  
 “Emergency” means a situation which, as determined by the Hospital acting reasonably: 
  

	 	(a)	if left unattended, would reasonably be, or is reasonably likely to be, dangerous to life or health; or 

  

	 	(b)	is reasonably apprehended to be likely to become worse or decline in a way which is serious or dangerous to life or health (or both), 

  
 “Expiry Date” means the date specified in Item 4 of
Schedule 1. 
  
 “Extended Term” means the
additional term specified in Item 5 of Schedule 1. 
  
 “Force Majeure Event” means: 
  

	 	(a)	any event or circumstance or combination of events and circumstances which is beyond the control of a party and which causes or results in default or delay in the performance by the
relevant party of any of its obligations under this Agreement (other than an obligation to pay moneys), where the event or circumstance or combination of events and circumstances could not have been prevented, overcome or remedied by the exercise by
the relevant party of a standard of care and diligence consistent with that of a prudent and competent person in the position of the relevant party; 

  

	 	(b)	fire, lightning, explosion, flood, earthquake, storm, hurricane, action of the elements, riots, civil commotion, malicious damage, natural disaster, sabotage, act of a public enemy,
act of God, war (declared or undeclared), blockade, revolution, radioactive contamination, toxic or dangerous chemical contamination, or force of nature; 

  

	 	(c)	strikes, lockouts, industrial disputes, industrial difficulties, labour difficulties, work bans, blockades or picketing; 

  

	 	(d)	proceedings taken by or genuine disputes with any person claiming damage of the nature or nuisance, or proceedings taken by any Governmental Agency, which result in a decree for an
injunction or other award of a court of competent jurisdiction preventing the provision by a party or of the services under this Agreement, but only where these proceedings or disputes are material; 

  

	 	(e)	the delay, refusal or deemed refusal of any Governmental Agency in giving any necessary Authorisation, provided that: 

  

	 	(i)	the provision by a party of the services under this Agreement cannot occur without such Authorisation; and 









	 	(ii)	the relevant party has taken all practicable and reasonable steps to obtain such Authorisation; or 

  

	 	(f)	any prohibition or embargo imposed by statute preventing the provision by a party of the services under this Agreement. 

  
 “Governmental Agency” means any government or any
governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity. 
  
 “Hospital” means the Hospital specified in Item 1 of Schedule 1. 
  
 “Hospital Assets” means any asset or assets which are necessary for the proper conduct of the hospitals
described in Schedule 5. 
  
 “Hospital Assets
Entity” means a Related Body Corporate of the Operator which owns any Hospital Assets. 
  
 “Hospital Pathology Services” means the services by the Service Provider to the Operator which are contemplated under this Agreement,
other than Patient Pathology Services. 
  
 “Initial
Term” means the term specified in clause 2.5. 
  
 “Lease” means the Current Lease or, where a New Lease is entered into, the New Lease. 
  
 “New Lease” means any new lease entered into between the Operator as lessor and the Service Provider as lessee in accordance with clause
10.4 of the Current Lease, and any renewal or holding over of that lease in accordance with its terms. 
  
 “New Premises” means any new premises to which both the Operator and Service Provider relocate in accordance with clause 10 of the Lease.

  
 “On Call Hours” means all hours outside the
Working Hours. 
  
 “Pathology Services” means
the Patient Pathology Services and Hospital Pathology Services (as applicable). 
  
 “Patient Pathology Services” means the services specified in Schedule 2. 
  
 “Performance Criteria” means the criteria and standards specified in Schedule 3. 
  
 “Practitioner” means a suitably qualified medical
practitioner with authority to refer a patient for pathology tests or services. 
  
 “Premises” means the Current Premises or, where a New Lease is entered into, the New Premises. 
  
 “Related Body Corporate” has the same meaning as in the Corporations Act 2001 (Cth). 
  
 “Relevant State” means the State or Territory in which the
Premises are located. 
  
 “Step In End Date” has
the meaning given to that term in clause 12. l(f). 
  
 “Step In Period” means the period of time during which the Operator exercises its rights to take control of the Pathology Services in accordance with clause 12.1 of this Agreement. 
  
 “Step In Rights” means the rights exercisable by the
Operator pursuant to clause 12. 







 “Term” means the Initial Term plus any Extended Term. 
  
 “Working Hours” has the meaning given to that term in Item
8 of Schedule 1. 
  

	1.2	Interpretation 

  
 In this Agreement, unless the context requires otherwise: 
  

	 	(a)	words importing the singular include the plural and vice versa, words of one gender include any gender, and words importing persons include corporations and any other entity
recognised by law; 

  

	 	(b)	a reference to this Agreement includes the Schedule and any annexures to this Agreement; 

  

	 	(c)	a reference to a clause, part, schedule or annexure is a reference to a clause in or a part, Schedule or annexure to this Agreement; 

  

	 	(d)	a covenant or agreement on the part of 2 or more persons binds them jointly and severally; and 

  

	 	(e)	a reference to a statute or ordinance includes all regulations by-laws, requisitions or orders under and amendments to that statute or ordinance, whether by subsequent statute or
otherwise, and a statute or ordinance passed in substitution for the statute or ordinance referred to or incorporating any of its provisions. 

  

	1.3	Headings 

  
 Headings have been inserted for guidance only and do not affect the interpretation of this Agreement. 
  

	1.4	Saturdays, Sundays and public holidays 

  
 Where under this Agreement the day on or by which any thing is to be done is not a Business Day in the Relevant State, that thing may be done on the next
Business Day in that Relevant State. 
  

	1.5	Undertaking By Operator 

  

	 	(a)	Hospitals holds its rights, and undertakes its obligations under this Agreement for itself to the extent that it owns Hospital Assets and for and on behalf of, and as trustee for,
the Hospital Assets Entities. 

  

	 	(b)	The parties agree that: 

  

	 	(i)	as trustee for Hospital Assets Entities, Hospitals is entitled to enforce this Agreement against the Service Provider as though it were a Hospital Assets Entity; and


  

	 	(ii)	the Service provider is entitled to enforce this Agreement against Hospitals, as trustee for Hospital Assets Entities, as though Hospitals were any one of the Hospital Assets
Entities. 

  

	 	(c)	After the Effective Date, Hospitals shall procure that each of the Hospital Assets Entities also enters into a separate agreement with the Service Provider on the same terms and
conditions as this Agreement (other than the terms of this clause 1.5 and without the need to include any definitions which have been included in this Agreement as a consequence of this clause 1.5). 








 (d) The trust relationship referred to in clauses 1.5(a) and 1.5(b) shall terminate on the earlier to
occur of: 
  

	 	(i)	the termination or expiration of this Agreement; and 

  

	 	(ii)	the date being 80 years from the Effective Date. 

  

	2.	Engagement 

  

	2.1	Patient Pathology Services 

  

	 	(a)	Subject to clause 2.l(c), the Operator engages the Service Provider to provide the Patient Pathology Services to patients from the Hospital during the Term if and when requested by
the relevant patient’s Practitioner. 

  

	 	(b)	The Service Provider accepts the engagement and agrees to provide the Patient Pathology Services to the patients from the Hospital in accordance with this Agreement.


  

	 	(c)	The Service Provider acknowledges that because pathology tests must be ordered by a patient’s treating doctor and the Hospital cannot require or compel those treating doctors
to order tests from the Service Provider, the Service Provider will not be the exclusive provider of services to the patients at the Hospital and treating doctors at the Hospital will retain the right to acquire Pathology Services from the provider
of their choice. 

  

	2.2	Hospital Pathology Services 

  

	 	(a)	The Operator engages the Service Provider to provide the Hospital Pathology Services to the Operator for the Hospital during the Term. 

  

	 	(b)	The Service Provider accepts the engagement and agrees to provide the Hospital Pathology Services to the Operator in respect of the Hospital in accordance with this Agreement.


  

	2.3	Review of Pathology Services 

  
 The matters or practices included as part of the Pathology Services will be reviewed by the parties on a 6 monthly basis to ensure the demands and
requirements of referring Practitioners are met and the parties will use their reasonable endeavours to agree in good faith any variation of change to the Pathology Services to ensure such demands and requirements are met. 
  

	2.4	Initial Term 

  
 The Initial Term of this Agreement will commence on the Commencement Date and terminate on the Expiry Date unless earlier terminated in accordance with
the terms of this Agreement. 
  

	2.5	Extension of Term 

  
 If the Operator provides the Service Provider with notice of the Operator’s intention to extend the term of this Agreement not later than the date
which is 30 days prior to the Expiry Date, then provided the Operator is not in material breach of any of the terms of this Agreement, this Agreement (except for this clause) will remain in full force and effect for the Extended Term, unless earlier
terminated in accordance with its terms. 








	2.6	Hospital Rights 

  
 In the event that the Operator enters into any third party arrangement in connection with: 
  

	 	(a)	the provision by that third party of any pathology services at or in connection with the Hospital; or 

  

	 	(b)	the promotion or marketing of any pathology services at or in connection with the Hospital, 

  
 the Operator must ensure that the rights granted to that third party are no more favourable than the rights granted to the
Service Provider under this Agreement. 
  

	2.7	Nature of relationship 

  

	 	(a)	Each party acknowledges that: 

  

	 	(i)	the relationship between the Operator and the Service Provider is that of a principal and independent contractor; 

  

	 	(ii)	each of the Service Provider and the Operator retains full responsibility for its acts and omissions under this Agreement; 

  

	 	(iii)	nothing in this Agreement renders or deems either party to be a partner, joint venturer or agent of the other party; 

  

	 	(iv)	except as expressly provided in this Agreement, nothing in this Agreement constitutes either party the agent or legal representative of the other party or creates any fiduciary
relationship between the parties; and 

  

	 	(v)	the Operator does not guarantee in anyway the volume of Pathology Services, nor does the Operator make any representations on behalf of the parties that do so.


  

	 	(b)	The Service Provider: 

  

	 	(i)	is not authorised; and 

  

	 	(ii)	must not hold itself out as being authorised, 

  
 to exercise any responsibilities for or on behalf of the Operator other than as provided by this Agreement. 
  

	3.	Service Provider’s obligations 

  

	3.1	Requirements 

  
 The Service Provider must use its best endeavours to: 
  

	 	(a)	(timing): provide the Pathology Services promptly and efficiently according to clinical needs in accordance with the turnaround times specified in the Performance Criteria;










	 	(b)	(results): provide accurate results within the shortest reasonable period from the time the Pathology Services are requested as set out in the Performance Criteria taking
into account the clinical indication for the relevant test; 

  

	 	(c)	(resources): supply, at its own cost, all equipment, staff, supplies and materials necessary for the provision of the Pathology Services including, without limitation, all
collection materials; 

  

	 	(d)	(specialist pathologist) ensure that the Pathology Services are provided by specialist pathologist or under the supervision of specialist pathologist;


  

	 	(e)	(staff) ensure that: 

  

	 	(i)	the dress and personal behaviour of any staff assisting in the provision of the Pathology Services are consistent with the requirements of the Hospital staff policies and procedures
notified by the Operator from time to time; and 

  

	 	(ii)	all staff engaged by the Service Provider are identified by appropriate badges; 

  

	 	(f)	(technologies) apply new technologies appropriate to meet and service the clinical acuity of the inpatients of the Hospital; 

  

	 	(g)	(consultation) provide clinical consultations for the medical staff of the Hospital; 

  

	 	(h)	(Authorisations) acquire and maintain all Authorisations necessary for the provision of the Pathology Services; 

  

	 	(i)	(programmes) assist and participate in teaching and research programmes sponsored or promoted by the Hospital; 

  

	 	(j)	(working relationship) maintain a close professional working relationship with other members of the Hospital health care team; 

  

	 	(k)	(links) foster links with other service providers at the Hospital to create personalised and co-ordinated Pathology Services at the Hospital; 

  

	 	(1)	(accreditation) maintain accreditation standards developed by the ACHS, professional bodies and the learned colleges and which are generally accepted by ACHS, professional
bodies and the learned colleges as applicable to the delivery of Pathology Services; 

  

	 	(m)	(laws) ensure that all Pathology Services: 

  

	 	(i)	comply with all relevant codes or practices; and 

  

	 	(ii)	comply with all statutory, regulatory or professional requirements or practices for such Pathology Services; and 

  

	 	(n)	(disturbance) in providing the Pathology Services, use its best endeavours to cause as little disturbance as reasonably possible to the operation of the Hospital;


  

	 	(o)	(maintain equipment): in respect of the Service Provider’s equipment which is used in providing the Pathology Services: 

  

	 	(i)	ensure that the equipment is maintained in a safe, serviceable and clean condition; 









	 	(ii)	maintain complete and accurate records of equipment maintenance schedules, breakdowns and repairs; and 

  

	 	(iii)	ensure that all of the equipment and the materials provided or used in connection with the Pathology Services conform to the current relevant Australian Standard (where such
exists), including Environmental Protection Authority and the Radiation Authority standards or codes, and where an Australian Standard does not exist, to generally accepted industry standards. 

  

	3.2	Standards 

  
 The Service Provider must ensure that the Pathology Services: 
  

	 	(a)	(quality) are of high quality being of a standard at least equal to the Performance Criteria; 

  

	 	(b)	(ACHS standards) comply with the ACHS standards issued from time to time; 

  

	 	(c)	(clinical practices) comply with good clinical practices of treatment; and 

  

	 	(d)	(codes) are provided in compliance with any relevant codes of practice for Pathology Services introduced from time to time. 

  

	3.3	Further Duties 

  
 The Service Provider must use its best endeavours to: 
  

	 	(a)	(laws): comply with all laws, ordinances and regulations relating to the provision of the Pathology Services; 

  

	 	(b)	(liaison): liaise properly and appropriately as necessary with authorities administering the laws, ordinances and regulations referred to in clause 3.3 (a);


  

	 	(c)	(reports) have the ability to make reports available to the Hospital by telephone, facsimile and computer link; 

  

	 	(d)	(policies): comply strictly with all infection control policies and procedures at the Hospital; 

  

	 	(e)	(quality assurance): participate in and comply with the quality assurance and quality improvement programmes established at the Hospital; 

  

	 	(f)	(observe reasonable direction): observe all reasonable and applicable directions made by or on behalf of the director of the Hospital; 

  

	 	(g)	(ACHS accreditation): provide: 

  

	 	(i)	all reasonable assistance to the Operator to ensure that the Hospital satisfies all ACHS accreditation standards relevant to Pathology Services; and 

  

	 	(ii)	representation on the Hospital’s accreditation committee, if requested by the Operator; and 

  

	 	(h)	(Hospital committees) ensure that pathologists and appropriately qualified scientific staff are available to participate, if requested by the Operator on reasonable notice,
on Hospital in service committees and meetings dealing with such issues as infection control and clinical services and any other issues within the expertise of a pathologist. 









	4.	Operator’s obligations 

  
 The Operator must use its best endeavours during the Term to: 
  

	 	(a)	(provide access): provide the Contractor with such access to the Premises as is reasonably necessary to allow the Contractor to perform its obligations under the Agreement
and inspect, maintain and repair its equipment; 

  

	 	(b)	(clinical escort): patients who require Pathology Services will be accompanied by appropriate nursing staff where there is a clinical need for such accompaniment;


  

	 	(c)	(supply services and equipment): provide the Service Provider with the services and equipment on the basis and in the manner specified in Schedule 5; and


  

	 	(d)	(obtain Authorisations): acquire and maintain all Authorisations necessary for the operation of the Hospital; 

  

	 	(e)	(maintain accreditation): maintain all accreditations necessary for the operation of the Hospital; 

  

	 	(f)	(reports) subject to the Service Provider complying with clause 3.3(d), have the ability to receive reports by telephone, facsimile and computer link;


  

	 	(g)	(comply with laws): ensure that the operation of the Hospital complies with all applicable laws and regulations relating to the operation of the Hospital; and


  

	 	(h)	(codes of practice): ensure that the operation of the Hospital complies with all applicable professional requirements and codes of practice relating to the operation of the
Hospital. 

  

	5.	Rates and payment 

  

	5.1	Rates and billing procedures for Patient Pathology Services 

  

	 	(a)	The Service Provider must charge for Patient Pathology Services at the rates specified in Item 1 of Schedule 4. 

  

	 	(b)	The billing arrangements described in Item 2 of Schedule 4 will apply during the Term. 

  

	5.2	Rates for Hospital Pathology Services 

  
 The Service Provider must charge for Hospital Pathology Services at the rates specified in Item 3 of Schedule 4 (if any). 
  

	5.3	Payment Terms 

  

	 	(a)	Within 30 days of the end of each calendar month during the Term, the Service Provider shall submit to the Operator a valid tax invoice for al! rates (if any) payable to it by the
Operator in respect of that calendar month in which the relevant Pathology Services were performed (“Invoice”). 

  

	 	(b)	Except where the Operator disputes any amount claimed by the Service Provider in the Invoice in accordance with clause 5.3(c), the Operator will pay the Service Provider the rates
specified in the Invoice within 30 days of its receipt of the Invoice. 









	 	(c)	If any rates or any portion of rates is, on genuine and reasonable grounds, disputed by the Operator, the Operator shall not be obliged to pay that amount. However, if pursuant to
the dispute resolution provisions of this Agreement or order of a competent a Court, it is determined that the monies were properly payable by the Operator, the Operator will pay to the Service Provider, in addition to the amount held to be so
payable, interest on that amount from the date it was found to be payable at the rate of 6% per annum. 

  

	6.	Force majeure 

  

	6.1	Notice 

  
 If a party is prevented from or impeded in performing any of its obligations under this Agreement due to a Force Majeure Event, it must promptly give
notice to the other party stating the circumstances constituting the Force Majeure Event and the extent and likely duration of those circumstances. 
  

	6.2	Suspension 

  
 If a party gives a notice under clause 6.1, the relevant obligations of the relevant party under this Agreement will be suspended for as long as the Force
Majeure Event may continue. 
  

	6.3	Affected party’s obligations 

  
 If there is a Force Majeure Event, the affected party must: 
  

	 	(a)	make every reasonable effort to minimise the effects of the Force Majeure Event; and 

  

	 	(b)	promptly resume performance of its obligations under this Agreement as soon as reasonably possible after removal of the Force Majeure Event. 

  

	6.4	Step In Rights upon Force Majeure Event 

  
 If, as a result of a Force Majeure Event, the Service Provider is unable for more than 4 calendar days to perform the Pathology Services, that Force
Majeure Event shall be deemed to give rise to an Emergency and the Operator shall be entitled to enforce its Step In Rights for as long as the Force Majeure Event may continue. 
  

	7.	Warranties 

  

	7.1	Service Providers’ warranties 

  
 The Service Provider warrants to the Operator that: 
  

	 	(a)	(power): the Service Provider has full power and authority to enter into and give effect to this Agreement and to perform its obligations under this Agreement and all steps
required to authorise the execution and performance of this Agreement by the Service Provider have been properly taken; 

  

	 	(b)	(binding obligations): this Agreement constitutes its legal, valid and binding obligations, and subject to any necessary stamping and registration, is enforceable in
accordance with its terms; and 









	 	(c)	(Authorisations): on the Commencement Date, all Authorisations required in connection with the performance by it of this Agreement are in full force and effect, and there has
been no material default by it in the performance of any of the terms and conditions of any of those Authorisations. 

  

	7.2	Operator’s warranties 

  
 The Operator warrants to the Service Provider that: 
  

	 	(a)	(power): the Operator has full power and authority to enter into and give effect to this Agreement and to perform its obligations under this Agreement and all steps required
to authorise the execution and performance of this Agreement by the Operator have been properly taken; 

  

	 	(b)	(binding obligations): this Agreement constitutes its legal, valid and binding obligations, and subject to any necessary stamping and registration, is enforceable in
accordance with its terms; 

  

	 	(c)	(Authorisations): on the Commencement Date, all Authorisations required in connection with the performance by it of this Agreement are in full force and effect, and there has
been no material default by it in the performance of any of the terms and conditions of any of those Authorisations; and 

  

	 	(d)	(accredited pathology laboratory): at the date of this Agreement, if there is a pathology laboratory on the Premises, it is accredited for the purposes of the Health
Insurance Act 1973. 

  

	7.3	Survival of warranties 

  
 The representations and warranties given in clauses 7.1 and 7.2 survive the termination or expiry of this Agreement. 
  

	7.4	Reliance on representations 

  

	 	(a)	The Service Provider acknowledges that the Operator has entered into this Agreement in reliance on the representations and warranties given in clause 7.1. 


 

	 	(b)	The Operator acknowledges that the Service Provider has entered into this Agreement in reliance on the representations and warranties given in clause 7.2. 


 

	8.	Indemnities 

  

	8.1	Service Provider’s indemnity 

  
 The Service Provider is liable for and must indemnify and keep indemnified the Operator, its officers, servants, employees and agents against any
liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of: 
  

	 	(a)	any damage to property, real or personal, including any infringement of third party patents, copyright and registered designs, and 

  

	 	(b)	any injury to persons (including economic loss), including injury resulting in death, 

  
 arising out of or in the course of or in connection with a breach by the Service Provider of its obligations under this
Agreement or any negligent act or omission of the Service Provider connected with the Pathology Services, except to the extent that such damage or injury is due or contributed by to any act or omission of the Operator or of any officer, servant,
employee or agent of the Operator. 








	8.2	Operator’s indemnity 

  
 The Operator is liable for and must indemnify and keep indemnified the Service Provider, its officers, servants, employees and agents against any
liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of: 
  

	 	(a)	any damage to property, real or personal, including any infringement of third party patents, copyright and registered designs, and 

  

	 	(b)	any injury to persons (including economic loss), including injury resulting in death, 

  
 arising out of or in the course of this Agreement by the Operator of its obligations under this Agreement or any negligent
act or omission of the Service Provider connected with this Agreement, except to the extent that such damage or injury is due or contributed by to any act or omission of the Service Provider or of any officer, servant, employee or agent of the
Operator. 
  

	8.3	Limitation on liability 

  
 Neither party will be liable for any consequential, indirect or punitive loss, damage, cost or expense whatsoever (including, without limitation loss of
profits). 
  

	8.4	Survival of obligations 

  
 The indemnities in clauses 8.1 and 8.2 and the limitation in clause 8.3 survive the termination or expiry of this Agreement. 
  

	9.	Insurance 

  

	9.1	Service Provider’s insurance 

  

	 	(a)	The Service Provider must at its own expense obtain and maintain for the Term: 

  

	 	(i)	all insurance required by law; and 

  

	 	(ii)	insurance in such types and amounts and covering such risks as are consistent with customary practices and standards of companies engaged in the provision of Pathology Services.


  

	 	(b)	The Service Provider must not, in respect of any policies required to be obtained and maintained under this Agreement: 

  

	 	(i)	do anything which may entitle an insurer to: 

  

	 	A.	avoid any policy, or 

  

	 	B.	refuse to pay a claim either at all or in part; 

  

	 	(ii)	vary any policy in any material respect; or 

  

	 	(iii)	enforce, conduct or settle any claim, 

  
 without the Operator’s prior written consent. 








	 	(c)	The Service Provider must use its reasonable endeavours to ensure that the insurance policies referred to in clause 9: 

  

	 	(i)	are maintained continuously throughout the Term, and in the case of policies written on a claims made basis, for a period of 6 years after the expiration or termination of this
Agreement; and 

  

	 	(ii)	contain a minimum limit of indemnity in respect of any one occurrence or series of occurrences arising out of any one event of $10 million and a minimum aggregate limit of indemnity
in respect of any one year of $10 million. 

  

	 	(d)	If the Service Provider cannot or does not comply with all of the provisions of this clause 9 the Operator may (but is not obliged to) effect insurance which does comply. The
Service Provider must promptly reimburse the Operator the cost of that insurance. 

  

	9.2	Evidence 

  
 Upon a reasonable written request by the Operator, the Service Provider must produce documentary evidence that the insurances required by this clause are
current and in force. 
  

	10.	Confidentiality 

  

	10.1	Confidentiality 

  
 Subject to clause 10.2, no party may: 
  

	 	(a)	disclose any Confidential Information; 

  

	 	(b)	use any Confidential Information in any manner which may cause or be calculated to cause loss to the other party; or 

  

	 	(c)	make any public announcement or issue any press release regarding this Agreement or the transactions contemplated by it, 

  
 and each party must use its best endeavours to ensure that none of its
officers, servants, employees or agents: 
  

	 	(d)	disclose any Confidential Information; 

  

	 	(e)	use any Confidential Information in any manner which may cause or be calculated to cause loss to the other party; or 

  

	 	(f)	make any public announcement or issue any press release regarding this Agreement or the transaction contemplated by it. 

  

	10.2	Permitted disclosure 

  
 A party may disclose, and may permit its officers, servants, employees and agents to disclose, any Confidential Information: 
  

	 	(a)	with the prior written consent of the other party; 

  

	 	(b)	if it is required to do so by law or by any recognised stock exchange on which its shares or the shares of or any Related Body Corporate are listed; 









	 	(c)	if the Confidential Information has come within the public domain, other than by a breach of this clause 10 by a party, or has come within the possession of that party otherwise
than in the course of dealing between the parties as contemplated by this Agreement; 

  

	 	(d)	to the parry’s professional advisers; and 

  

	 	(e)	if it required to do so by a Governmental Agency. 

  

	10.3	Return of Confidential Information 

  

	 	(a)	Upon the termination of this Agreement, either party may demand the return to it of all material documents and other things comprising the Confidential Information that it has
disclosed to the other party and any copies thereof. 

  

	 	(b)	A party must comply with a demand under paragraph (a) of this clause as soon as practicable after receipt of the demand. 

  

	10.4	Privacy Legislation 

  
 The Service Provider must ensure that its staff, agents and sub-Service Providers are made aware of the provisions of the Privacy Act 1998 (Cth)
and any applicable State legislation which relates to the unlawful disclosure of patient information and that they comply with that section. 
  

	10.5	Survival of obligations 

  
 The parties’ obligations under this clause 10 survive termination or expiry of this Agreement. 
  

	11.	Termination 

  

	11.1	Termination by Operator 

  
 The Operator may terminate this Agreement immediately by notice to the Service Provider if: 
  

	 	(a)	the Service Provider materially breaches this Agreement in respect of a matter which does not, or will not, affect the quality of patient care at the Hospital and does not remedy
the breach within 14 Business Days of receipt of written notice from the Operator specifying the breach and requiring its remedy; 

  

	 	(b)	the Service Provider materially breaches this Agreement in respect of a matter which affects, or will affect, the quality of patient care at the Hospital and does not remedy the
breach within 2 calendar days of receipt of written notice from the Operator specifying the breach and requiring its remedy; 

  

	 	(c)	the Service Provider ceases providing the Pathology Services; 

  

	 	(d)	the Service Provider ceases carrying on the business of providing services similar to the Pathology Services; 

  

	 	(e)	the Service Provider becomes an externally administered body corporate (as that term is defined in the Corporations Act); 

  

	 	(f)	the Service Provider is or becomes unable to pay its debts when they are due or is deemed to be unable to pay its debts within the meaning of the Corporations Act;










	 	(g)	an administrator is appointed or a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator to the Service Provider; or


  

	 	(h)	an application or order is made for the winding-up or dissolution of the Service Provider or a resolution is passed or any steps are taken to pass a resolution for the winding-up or
dissolution of the Service Provider otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the Operator. 

  

	11.2	Termination by Service Provider 

  
 The Service Provider may terminate this Agreement immediately by notice to the Operator if: 
  

	 	(a)	the Operator breaches this Agreement and does not remedy the breach within 14 Business Days of receipt of written notice from the Service Provider specifying the breach and
requiring its remedy; 

  

	 	(b)	the Operator ceases to operate the Hospital; 

  

	 	(c)	the Operator ceases carrying on the business of operating hospitals; 

  

	 	(d)	the Operator becomes an externally administered body corporate (as that term is defined in the Corporations Act); 

  

	 	(e)	the Operator is or becomes unable to pay its debts when they are due or is deemed to be unable to pay its debts within the meaning of the Corporations Act;


  

	 	(f)	an administrator is appointed or a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator to the Operator;


  

	 	(g)	an application or order is made for the winding-up or dissolution of the Operator or a resolution is passed or any steps are taken to pass a resolution for the winding-up or
dissolution of the Operator otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the Service Provider; or 

  

	 	(h)	the Service Provider comes under the Control of any person who is different from the person or persons who have Control of the Service Provider at the date of this Agreement.


  

	11.3	Termination of Lease 

  
 Either party may terminate this Agreement immediately by notice to the other party if the Lease is validly terminated (other than a surrender of the
Current Lease upon the acceptance of a New Lease Offer under clause 10.4 of the Current Lease). 
  

	11.4	Termination for Force Majeure Event 

  
 Subject to clauses 6.4 and 12, either party may terminate this Agreement immediately by notice to the other party if a Force Majeure Event continues for
at least 6 months. 
  

	12.	Step In Rights 

  

	12.1	Operator’s step-in rights 

  

	 	(a)	If any of the events specified in clause 11.1 have occurred and the Operator has not exercised its right to terminate this Agreement, the Operator is entitled to step in and take
control of the Pathology Services by giving a notice to the Service Provider in accordance with clause 12.1(b) and the Step in Period then commences. 









	 	(b)	Except where the Operator considers there to be an Emergency, the Operator must not exercise any rights granted by clause 12.1(a) without first giving 3 Business Days prior notice
to the Service Provider of its intention so to do. In the case of an Emergency, the Operator may exercise any of its rights pursuant to clause 12.5(a) without notice, but must give the Service Provider notice as soon as possible after its has
exercised its rights under clause 12.1(a). 

  

	 	(c)	Exercise of a right by the Operator under clause 12.1(a) does not terminate either this Agreement or the obligations of the Service Provider to perform this Agreement according to
its terms. 

  

	 	(d)	During the Step In Period, the Service Provider must perform and observe its obligations under this Agreement subject to the absolute control of the Operator. That control extends
both to the manner and method of performance. If requested by the Operator, the Service Provider will cease to provide the Pathology Services, or such of them as the Operator specifies. Directions given by the Operator must be consistent with
accepted professional standards or standards recognised by the relevant learned college in Australia for pathologists. 

  

	 	(e)	The Operator is entitled to procure a third party to provide the Pathology Services or any part of them during the Step In Period. 

  

	 	(f)	The Step In Period concludes when the Operator considers that the matter giving rise to the exercise of its rights has resolved, when the Operator terminates this Agreement, or 6
months from the date of commencement of the Step In Period, whichever occurs first (“Step In End Date”). 

  

	12.2	Operator’s rights on termination or during a Step In Period 

  

	 	(a)	If the Pathology Services are terminated by the Operator on any basis specified in clause 11.1, the Operator may do any or all of the following: 

  

	 	(i)	commence legal proceedings (where there is a cause of action); or 

  

	 	(ii)	without notice, engage someone else to provide the Pathology Services. 

  

	 	(b)	If the Pathology Services are terminated by the Operator on any basis specified in clause 11.1, or the Operator exercises its Step In Rights pursuant to clause 12.1, the Operator
may do any or all of the following during the date of termination or date of exercise of Step In Rights and the Step In End Date: 

  

	 	(i)	take possession of the any equipment, consumables and supplies owned or supplied by Service Provider (if any), to the extent necessary to provide the Pathology Services;


  

	 	(ii)	direct the actions of people who are engaged by the Service Provider to provide the Pathology Services as though the Operator were the employer of those people provided such
directions are consistent with accepted professional standards or standards recognised by the relevant learned college in Australia for pathologists, and the Service Provider must ensure such directions are observed by those people who are engaged
by the Service Provider to provide the Pathology Services; 









	 	(iii)	take over the operation of any contracts for the provision of the Pathology Services, or any part of the Pathology Services, between the Service Provider and any sub-Service
Providers insofar as the contracts concern the Hospital, subject to the consent of the sub-Service Providers; 

  

	 	(iv)	take delivery of any materials or supplies ordered by the Service Provider on the same terms and conditions as if the Operator had placed the order; 

  

	 	(v)	take possession of and have the use of any equipment which is leased by or the subject of finance arrangements to the Service Provider and which relates to the Pathology Services,
subject to the consent of any lessor or financier; and 

  

	 	(vi)	take such further actions as may be available to the Operator pursuant to this Agreement or at law. 

  

	 	(c)	Nothing in this clause 12.2 is to be construed as limiting the rights of either party at law. 

  

	12.3	Indemnity in respect of Step In Rights 

  
 The Service Provider must continue to indemnify and keep indemnified the Operator against every cost and expense and liability which arises during the
Step In Period in relation to the provision of the Pathology Services to the extent such cost, expense or liability exceeds the amount that would have been payable by the Operator to the Service Provider in connection with those Pathology Services:

  

	 	(a)	provided that the Operator must act with reasonable care in the exercise of its Step In Rights during the Step In Period; and 

  

	 	(b)	except to the extent that any such cost and expense, legal claim and liability arises as a result of a negligent act or omission of the Operator. 

  

	12.4	Consequences of termination 

  
 If this Agreement is terminated under clause 11 or terminates by effluxion of time: 
  

	 	(a)	neither party is liable to the other under this Agreement except: 

  

	 	(i)	under clause 5, 7, and 8; and 

  

	 	(ii)	in respect of any breach of this Agreement occurring before termination; and 

  

	 	(b)	each party must: 

  

	 	(i)	promptly return to the other all Confidential Information of the other party in its possession, power and control; and 

  

	 	(ii)	not retain such Confidential Information or reproduce it after the termination of this Agreement except where that party is required by law to retain or reproduce any such
Confidential Information. 









	13.	GST 

  

	13.1	Addition of GST 

  
 Subject to this clause 13, if GST is payable on any taxable supply made under this Agreement by a Party (referred to in this clause 13 as the supplying
party) to the other Party (referred to in this clause 13 as the receiving party) and the consideration provided under any other provision of this Agreement for that taxable supply is not stated to be inclusive of GST, the receiving party must pay,
in addition to and at the same time as that consideration is payable or to be provided for the taxable supply, and additional amount calculated by multiplying that consideration (without deduction or set-off but excluding any consideration that is
stated to be inclusive of GST) by the prevailing GST rate. 
  

	13.2	Tax Invoice 

  
 The receiving party is not required to pay any amount payable under this Agreement for a taxable supply to the supplying party unless the supplying party
has made demand for payment by means of a tax invoice. 
  

	13.3	Adjustment 

  
 If the amount recovered by the supplying party from the receiving party on account of GST pursuant to clause 13.1 differs from the amount of GST payable
at law by the supplying party in respect of the supply (excluding any consideration that is stated to be inclusive of GST in determining the amount of GST payable), the supplying party will provide a corresponding refund or credit to, or will be
entitled to receive the amount of that difference from, the receiving party. The supplying party must provide the receiving party with an adjustment note within 7 days of becoming aware of any GST adjustment. 
  

	13.4	Payments Calculated by Reference to Costs, Expenses or Other Amounts 

  

Any consideration that is required to be provided under this Agreement that is calculated by reference to a cost, expense, or other amount paid or
incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for its acquisition to which that cost, expense or other amount relates. 
  

	13.5	Interpretation 

  

	 	(a)	Except where the context suggests otherwise, terms used in this clause 13 have the meanings given to those terms by the A New Tax System (Goods and Services Tax) Act
1999. 

  

	 	(b)	Any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes
of this clause 13. 

  

	14.	Disputes 

  

	14.1	Notice 

  
 If there is a Dispute between the parties, a party may give to the other party notice in writing: 
  

	 	(a)	specifying that a Dispute has arisen; and 

  

	 	(b)	identifying the subject matter of the Dispute in adequate detail. 









	14.2	Meeting of chief executive officers 

  
 Within 10 Business Days after receipt of a Dispute Notice, each of the parties must procure its chief executive officer (or a delegate of the chief
executive officer agreed to by the other party) meet and negotiate in good faith with each other to resolve the Dispute expeditiously and informally. 
  

	14.3	Mediation 

  

	 	(a)	If resolution of the dispute is not achieved within 5 Business Days after the first convening of the meeting referred to in clause 14.2 each of the parties must ensure that the
Dispute is referred to mediation at Melbourne to be administered by the Australian Commercial Dispute Centre or another mediation organisation: 

  

	 	(i)	will appoint a mediator to facilitate the negotiation by the parties of a resolution of the Dispute; and 

  

	 	(ii)	arrange a conference between the parties in the presence of that mediator with a view to the resolution of the Dispute. 

  

	 	(b)	Each party must ensure that its representatives attends at any conference referred to in sub-paragraph (a)(ii) of this clause. 

  

	 	(c)	At any mediation conference referred to in sub-paragraph (a)(ii) of this clause the mediation will be conducted under and in accordance with such procedures and rules as may be
agreed between the parties and, failing agreement, in accordance with the mediation rules of the mediation organisation in force at the date of the mediation. 

  

	 	(d)	Evidence of anything said, documents presented to, admissions made or matters raised in the course of any conference with the mediator will be confidential to the parties and the
mediator and will not, unless the parties consent, be admissible in any subsequent litigation proceedings. 

  

	 	(e)	Failing any agreement to the contrary between the parties, the costs of the mediation will be shared equally between the parties. 

  

	14.4	Continuing obligations 

  
 Despite the submission of a Dispute to the procedure under this clause 14, the parties must continue to perform their obligations under this Agreement.

  

	15.	Assignment and subcontracting 

  

	15.1	Assignment or subcontracting by Service Provider 

  

	 	(a)	The Service Provider may: 

  

	 	(i)	assign, novate or otherwise transfer any of its rights or obligations under this Agreement; or 

  

	 	(ii)	sub-contract the performance of all or any of its obligations under this Agreement, 

  
 to a Related Body Corporate upon written notice to the Operator and without the prior written approval of the Operator.









	 	(b)	The Contractor must not other than as permitted in paragraph (a): 

  

	 	(i)	assign, novate or otherwise transfer any of its rights or obligations under this Agreement; or 

  

	 	(ii)	subject to clause 15.1(c), sub-contract the performance of all or any of its obligations under this Agreement, 

  
 without the prior written consent of the Operator which consent will not be
withheld by the Operator where the Operator is reasonably satisfied that the assignee, novatee, transferee or subcontractor is a respectable and solvent person, capable of performing the Service Provider’s obligations under the Agreement.

  

	 	(c)	The Service Provider may, without obtaining the consent of the Operator, refer items of the Patient Pathology Services to suitably qualified and reputable pathologists where the
services required by the patient are not reasonably within the capacity of the Service Provider, provided that not more than one such referral occurs in each calendar month. 

  

	15.2	Assignment by Operator 

  
 The Operator must not assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the
Service Provider which consent will not be withheld by the Service Provider where the Service Provider is reasonably satisfied that the assignee, novatee or transferee is a respectable and solvent person, capable of performing the Operator’s
obligations under the Agreement. 
  

	16.	Restraint on employment of the other party’s employees 

  

	16.1	Definitions in this clause 

  
 The following definitions apply in this clause 16. 
  
 “Restraint Area” means each of the following: 
  

	 	(a)	Australia; 

  

	 	(b)	the Relevant State; 

  

	 	(c)	(i)     500 kilometres; 

  

	 	(ii)	400 kilometres; 

  

	 	(iii)	300 kilometres; 

  

	 	(iv)	200 kilometres; 

  

	 	(v)	100 kilometres; 

  

	 	(vi)	50 kilometres, 

  
 from the Premises. 
  
 “Restraint Period” means: 
  

	 	(a)	during the Term and for 12 months after the expiration or termination of this Agreement; 









	 	(b)	during the Term and for 6 months after the expiration or termination of this Agreement; 

  

	 	(c)	during the Term. 

  

	16.2	Undertaking 

  
 A party must not, and must make sure that none of its Related Bodies Corporate or any entity it controls must not, during any of the Restraint Periods
within any of the Restraint Areas, solicit or endeavour to employ or engage or obtain the services of any person who is, or was, an employee, consultant or contractor of the other party at any time during the Term. 
  

	16.3	Restraints cumulative 

  
 Each of the restraints in clause 16.2 resulting from the various combinations of the Restraint Periods and the Restraint Areas is a separate, severable
and independent restraint and: 
  

	 	(a)	clause 16.2 applies to each of those restraints; and 

  

	 	(b)	the invalidity or unenforceability of any of the restraints in clause 16.2 does not affect the validity or enforceability of any of the other restraints in that clause.


  

	16.4	Restraints reasonable 

  
 The parties acknowledge that each of the restraints in clause 16.2 is reasonable in its extent (as to duration, geographical area and restrained conduct)
having regard to the interests of each party to this Agreement and goes no further than is reasonably necessary to protect each party’s interests as a hospital operator in the case of the Operator and a provider of pathology services in the
case of the Service Provider. 
  

	17.	Formalising Schedules 

  

	 	(a)	The parties acknowledge that: 

  

	 	(i)	this Agreement reflects the informal arrangements between the parties in respect of the Hospital at the date of this Agreement; and 

  

	 	(ii)	the matters set out in Schedules 1 to 5 (inclusive) are incomplete at the date of this Agreement and the matters to be finalised and/or completed in those Schedules will differ in
respect of certain of the hospitals listed in Schedule 5. 

  

	 	(b)	The parties undertake to use their best endeavours and act in good faith to finalise and complete (by written agreement) the contents of Schedules 1 to 5 (inclusive) to reflect the
informal arrangements in place at the date of this Agreement between the Operator (or its Related Bodies Corporate) and the Service Provider (or its Related Bodies Corporate) in respect of the provision of pathology services to the hospitals listed
in Schedule 5 as soon as practicable after the date of this Agreement. 

  

	 	(c)	Unless and until Schedules 1 to 5 (inclusive) are finalised and completed in accordance with clause 17(b), to the extent that any provision or part of this Agreement refers to a
matter described in a Schedule in respect of a hospital listed in Schedule 5, that Schedule shall be deemed to contain a description of the informal arrangements which were being performed by the parties in respect of that hospital at the date of
this Agreement. 









	18.	General 

  

	18.1	Further acts 

  
 Each party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to
that party) required by law or reasonably requested by any other party to give effect to this Agreement. 
  

	18.2	Notices 

  

	 	(a)	Any notice, demand, consent or approval (collectively notice) under this Agreement must be: 

  

	 	(i)	in writing; and 

  

	 	(ii)	given to or served on (as applicable): 

  

	 	A.	the Service Provider, by being left at its registered office or being posted by registered post to the Service Provider at its registered office and marked for the attention of the
company secretary; and 

  

	 	B.	the Operator, by being left at the Operator’s registered office or at its principal place of business in the Relevant State(in the case of a company) or the last known private
address (in the case of an individual), or by being posted by registered post to the Operator at the Operator’s office, principal place of business or private address (as applicable). 

  

	 	(b)	A notice, if posted, is taken as duly served at the expiry of 3 Business Days after the date of posting. In proving it has been given, it is sufficient to prove that the envelope
containing the notice was properly addressed, stamped and registered and put into a post office box in Australia. 

  

	 	(c)	A notice given by a company may be sealed by the company or signed on its behalf by the manager, the company secretary, other authorised officer of the company or its solicitors.


  

	18.3	Expenses 

  

	 	(a)	Each party must pay its own legal costs of and incidental to the preparation and completion of this Agreement. 

  

	 	(b)	The parties agree to share equally any stamp duty payable under this Agreement. 

  

	 	(c)	The Service Provider must pay the Operator’s proper and reasonable legal costs: 

  

	 	(i)	on any application for the Operator’s consent under this Agreement; 

  

	 	(ii)	of or incidental to any breach or default by the Service Provider under this Agreement; and 

  

	 	(iii)	of or incidental to the valid exercise or valid attempted exercise of any right, power or remedy of the Operator under this lease. 









	18.4	Jurisdiction 

  

	 	(a)	Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Relevant State, and the courts competent to determine appeals from those courts, with respect
to any proceedings which may be brought at any time relating in any way to this Agreement. 

  

	 	(b)	Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings
have been brought in an inconvenient forum, where that venue falls within paragraph (a) of this clause. 

  

	18.5	Amendments 

  
 This Agreement may only be varied by a document signed by or on behalf of each of the parties. 
  

	18.6	Waiver 

  
 No waiver by a party of one breach of any obligation contained or implied in this Agreement operates as a waiver of another breach of the same or of any
other obligation contained or implied in this Agreement. 
  

	18.7	Non merger 

  
 None of the terms or conditions of this Agreement nor any thing done under or in connection with this Agreement or any other agreement between the parties
will operate as a merger of any of the rights and remedies of the parties under this Agreement or under that other agreement, all of which will continue in full force and effect. 
  

	18.8	Counterparts 

  
 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original of this
Agreement, all of which together constitute one agreement. 
  

	18.9	Indemnities 

  

	 	(a)	Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration
of this Agreement. 

  

	 	(b)	It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement. 

  

	18.10 	Severability 

  
 If the whole or any part of a provision of this Agreement is void, unenforceable or illegal it is severed. The remainder of this Agreement continues to
have full force and effect. 
  

	18.11 	Entire agreement 

  
 To the extent permitted by law, in relation to the subject matter of this Agreement, this Agreement and the Lease (if any): 
  

	 	(a)	embody the entire understanding of the parties, and constitute the entire terms agreed on between the parties; and 









	 	(b)	supersede any prior written or other agreement between the parties. 

  

	18.12	 Survival of certain provisions 

  

	 	(a)	Clauses 5,7,9 and this clause 18.12 will survive rescission or termination of this Agreement. 

  

	 	(b)	If this Agreement is rescinded or terminated, no party will be liable to any other party except: 

  

	 	(i)	under 5, 7, 9 and this clause 18.12; or 

  

	 	(ii)	in respect of any breach of this Agreement occurring before rescission or termination. 








 Schedule 1 
  
 Items 
  

	1.	 	[Public / Private] Hospital	  	The relevant hospital listed in Schedule 5.
			
	2.	 	Current Premises	  	 
			
	2A.	 	Lease	  	[The lease dated on or about the date of this Agreement between the Operator as lessor and the Service Provider as lessee in respect of the Premises and any renewal or
holding over of that tease in accordance with its terms.] or [Nil]
			
	3.	 	Commencement Date	  	The commencement date of the Lease or, if no Lease has been entered by the parties (or their respective Related Bodies Corporate in respect of the Hospital), the date of this
Agreement.
			
	4.	 	Expiry Date	  	The expiry date of the Lease or, has been entered by the parties (or their respective Related Bodies Corporate in respect of the Hospital), the date which is the day before the 5
year anniversary of the Commencement Date.
			
	5.	 	Extended Term	  	 The term of any extension option under the Lease or, if no Lease has been entered by the parties (or their respective Related Bodies
Corporate in respect of the Hospital), 5 years.

			
	6.	 	Qualifications and attributes of pathologists	  	 Must be registered to practice medicine in the Relevant State;
  
 Must be credentialed to work at the Hospital;
  
 Must have appropriate post-graduate qualifications recognised by the Royal College of Pathologists of Australasia;
  
 Must be able to meet the service requirements of the Operator in terms of modalities,
reporting and interventional capability;
  
 Must be able to sustain and enhance
the financial viability of the service whilst optimising patient care;
  
 Must be
able to develop co-operative services with other clinical specialists to optimise clinical outcome; and
  
 Must be able to develop the educational and research requirements of the Operator.

			
	7.	 	Working Hours	  	The hours of specified in Schedule 2 as being the hours during which the Pathology Services must be provided.








 Schedule 2 
 Pathology Services 
  
 The Service Provider must provide to
public and private patients referred by Practitioners pathology services (and associated Pathology services) in accordance with the generally accepted standards for Hospital practices in Australia, including: 
  
 [To be finalised in respect of each hospital listed in Schedule 5: 

 
 General Services 
  
 Pathology services are required to be provided on a routine and an urgent basis to
meet the needs of in-patients and outpatients at the Hospital including those patients receiving treatment and care in the professional states sub-leased by the Hospital to specialist Practitioners, 
  
 Core laboratory service [where applicable] 
  
 A core laboratory service must be continuously available [[    ]
hours a day [    ] days a week]. 
  
 The core
laboratory must provide the following: 
  

	•	analysis of high volume tests which are generally performed on automated analysers from which 90% of results are available within [[    ] minutes] of
specimen arrival in laboratory including but not limited to the following: 

  

	 	-	FBE 


	 	-	APTT, PT 


	 	-	UCE 


	 	-	LFT 


	 	-	Troponin assay 


	 	-	Blood gas analysis 


	 	-	Serum osmolality 


	 	-	Plasma glucose 


	 	-	Lactate 


	 	-	Magnesium 

  

	•	a blood bank service. 

  

	•	microbiology microscopy such as urine and CSF. 

  
 Extended laboratory service 
  
 An extended laboratory service must be available every day from [[    ] to [    ]hrs]. Extended laboratory service includes
all non-core services. 
  
 Requests for tests 
  
 Requests - Pathology testing may only be performed on receipt of a request from a
medical practitioner. 
  
 Both hard copy and
on-line request facilities are desirable. 
  
 On-line requests are
required to be able to be selected from a menu sorted by: 
  

	 	•	Alpha order 

  

	 	•	Pathology discipline 









	 	•	As an on order set. 

  
 Hard copy requests are required to be on pre-printed ward stationary provided by the Service Provider. 
  
 Urgent requests - A uniform flagging method is required for urgent requests.

  
 Verbal requests must always be confirmed in writing.

  
 Collection of specimens 
  
 Collection requisites and inventory control - To the extent allowed under the
guidelines for provision of requisites promulgated by the Royal College of Pathologists of Australasia, all requisites for specimen collection must be provided by the Service Provider within. The Service Provider must actively monitor and maintain
the clinical stores of collection requisites. 
  
 Extended hours
in-house phlebotomy service-The Service Provider must provide a phlebotomy service to all wards which ensures early morning blood collection for: 
  

	 	•	defined early morning ward rounds (eg ICU [[    ] hours]) 

  

	 	•	patients awaiting results before discharge whose results are required to be available by [[     ]] hours ready for discharge at [[    ]
hours]. 

  
 The Service Provider must nominate the
hours during which this service will be provided and those hours must cover a defined and substantial part of a day. 
  
 Phlebotomist training - All phlebotomists must be registered nurses or have RTO certified training in phlebotomy. Informal and on the job training for phlebotomists
is not acceptable. In addition to recognised technical expertise, all phlebotomists must be trained in professional performance covering dress, preparation, greeting, explanation, a caring attitude to patients and courtesy to visiting medical
officers and the Hospital staff. 
  
 Phlebotomists with neonatal and
paediatric blood taking expertise are required to be readily available during the hours of the extended in house service. 
  
 Instructions for the Hospital staff taking blood or collecting other specimens - The Service Provider must document instructions for the Hospital staff who may be
involved in obtaining specimens from patients in the delivery suite and in theatre. Those instructions must be readily accessible to all the Hospital staff and must include instructions for: 
  

	 	•	the collection, reception, labelling and storage, preservation and transport of specimens 

  

	 	•	safety measures to be observed in obtaining specimens. 

  

	 	•	the collection, labelling and storage, preservation, transport, issue and administration of blood and blood products. 

  
 Delivery of specimens 
  
 The Service Provider is responsible for specimen delivery and must demonstrate timely
performance. 
  
 Blood products log- The Service Provider must
maintain a real time log of blood products delivered to and received by sites whether by manual or vacuum tube system. 







 Vacuum tube system - The Service Provider must always promptly advise appropriate the Hospital staff:

  

	 	•	if the vacuum tube system is unavailable 

  

	 	•	when it becomes available again 

  

	 	•	any planned down time. 

  
 Point of care testing 
  
 Registration for point of care (POC) results capture on the host computer must utilise bar codes or a minimum number of key strokes. Certification by the Service
Provider of POC operators, including but not limited to the Hospital staff using blood gas analysers is required. 
  
 Reporting of results 
  
 Authorised results must be immediately available on line to the wards and to the private consulting suites. This requires the Service Provider’s information
technology system including the software to be intra-operable with that of the Hospital and for data integrity and data security to be ensured. 
  
 An electronic audit trail must be available for every test, intact from request to issue of summary report. The identity of each person entering data at any point
must also be known. 
  
 If results are not available reports must be
available showing the status of testing. 
  
 Electronic reports must be: 
  

	 	•	Accessible by fast and simple keyboard functions using a unique identifier or a minimum demographic set. 

  

	 	•	Available as discrete or cumulative results so as to facilitate comparison of sequential tests 

  

	 	•	Able to be sorted by test type, date and clinical site. 

  

	 	•	Able to be readily included in the patient record. 

  
 Significantly changed results must be: 
  

	 	•	phoned through immediately to the requesting medical practitioner and to the relevant ward 

  

	 	•	logged digitally as they are phoned through recording the person providing the report, the person receiving the report, the patient’s identity, the results and the date
and time of the call. 

  

	 	•	confirmed by a hard copy or electronic report with minimum delay. 

  
 Unexpected results - The pathologist must consult with the requesting medical practitioner immediately when there are
critical or unexpected results. 







 Frozen section reports must be transmitted directly to the surgeon concerned and followed by a hard
copy report. 
  
 Summary reports of tests ordered
must be available. These must be able to be sorted by either requesting medical practitioner, clinical unit, ward or other the Hospital entity or patient. The frequency of these reports will be set by the hospital. 
  
 Priority access line - the Service Provider must provide a dedicated
priority access line for the Hospital staff and visiting medical officers which is answered by a person who is: 
  

	 	•	trained to provide a consistent professional response 

  

	 	•	authorised to take ownership of the issue and see it through to resolution. 

  
 Pathologist consultative service 
  
 The Service Provider must ensure its pathologists are available to: 
  

	 	•	provide a consultative service for treating doctors and other relevant health care professionals at the Hospital concerning selection of laboratory investigations, their
prompt interpretation and follow-up. 

  

	 	•	assist visiting medical officers and the Hospital staff in the provision and maintenance of high quality care through analysis, review and evaluation of clinical practice
within the Hospital. 

  
 This requires the Service
Provider to ensure its pathologists are available: 
  

	 	•	on site in routine work hours of [[    ] hours to [    ]0 hours] 

  

	 	•	by telephone [[    ] hours a day [    ] days a week]. 

  

	 	•	to participate in interdepartmental and external meetings where laboratory activities and special knowledge affects patient care including but not limited to:


  

	 	-	Patient care audits 

  

	 	-	Tissue audits 

  

	 	-	Providing regular clinical meetings for anatomical pathology reviews 

  

	 	-	Reviews of the use of the resources of the Hospital 

  

	 	-	Participation in conferences and committees in particular those concerned with infection control, blood transfusions, occupational health and safety, clinical reviews


  

	 	•	to participate in the education program of post-graduate health professionals 

  

	 	•	to introduce new tests and improve techniques and advise the Hospital Director of Hospital of those changes and improvements 

  

	 	•	to participate in on-going and planned clinical trials in terms of: 

  

	 	-	tissue storage 

  

	 	-	tissue Analysis 

  

	 	-	data manipulation.] 








 Schedule 3 
 Performance Criteria 
  
 [To be finalised in respect of
each hospital listed in Schedule 5: 
  

	A.	Pathology Services Requirements 

  
 Responsiveness requirements 
  
 When clinical need requires, the Service Provider must provide a blood gas analyser for use by Hospital staff. All staff using the analyser must comply with
procedures determined by the Service Provider. 
  
 Turnaround times: 
  

	 	•	Within [    ] month of the day this document takes effect the Service Provider is required to provide the Hospital with a list of the turnaround times
(TAT) they will achieve in providing the core laboratory services and the extended laboratory services. 

  

	 	•	The TAT is required to be measured from the time of specimen receipt to the time the result is viewable at a terminal. 

  

	 	•	The measure of TAT which the Service Provider must utilise is the time to completion of 90% of tests. 

  

	 	•	The turnaround times for both core and extended laboratory services should be set out under the following table: 

  
 Anatomical pathology 
  

	 	 	 Availability of results
Turnaround times


			
	 Test

	 	 Report available (on telephone if
 required)

	 	 Final written report


			
	Small biopsies	 	[    ] hours	 	[    ] days
			
	Medium specimens (eg gallbladder, uterine curetting, skin)	 	[    ] hours	 	[    ] days
			
	Large specimens (eg colectomy, mastectomy)	 	[    ] days	 	[    ] days
			
	Specimens requiring decalcification	 	[    ] days	 	[    ] days
			
	Immunochemistry	 	[    ] days	 	[    ] days
			
	General cytology	 	[    ]day	 	[    ]days
			
	Pap smear	 	[    ]days	 	[    ]days
			
	Frozen section	 	[    ]	 	[    ]








 Microbiology 
  

	 Test

	 	 Availability of results
 Turnaround times for non-urgent specimens


			
	Microscopic examination of clinical specimens (parasites and other micro organisms)	 	 [    ]hours
 Available outside Business Hours for urgent requests only
	 	 
			
	Culture of urine, faeces, swabs, tissue, sputum, CSF, other body fluids and MSRA screening	 	[    ] days	 	 
			
	Detection of bacterial antigens	 	[    ] hours	 	 

  
 Haematology 

 

	 Test

	 	 Availability of results
 Turnaround times for non-urgent specimens


			
	FBC only	 	[    ] hours	 	 
			
	Blood film	 	[    ]hours	 	 
			
	ESR	 	[    ]hours	 	 
			
	Reticulocytes	 	[    ]hours	 	 
			
	Basic coagulation screen tests: NIR, PT, aPTT, Fibriogen, D Dimer	 	[    ]hours	 	 
			
	Screening tests for infections monoucleosis	 	[    ]hours	 	 
			
	Kleihauer test	 	[    ]hours	 	 
			
	Malarial parasite screening	 	[    ] hours	 	 
			
	Pregnancy test	 	[    ] hours	 	 
			
	Bone marrow collections	 	 [    ] days
  
 [Collections not available outside Working Hours
	 	 








 Immunohaematology 
  


	 Test

	 	 Availability of results
 Turnaround times for non-urgent specimens


			
	Blood grouping (ABO and Rh D)	 	[    ]hours	 	 
			
	Screening of serum for Rh and other blood group antibodies	 	[    ]hours	 	 
			
	Cross matching	 	According to time required as indicated on request	 	 
			
	Group specific issue	 	[    ]hours	 	 
			
	Direct Antigobulin Test	 	[    ] hours	 	 
			
	Cord blood testing	 	[    ] hours	 	 

  
 Biochemistry 

 

	 Test

	 	 Availability of results
 Turnaround times for non-urgent specimens


			
	EUC/LFT/Glu, Ca, P, Chol, Tri etc	 	[    ] hours	 	 
			
	Ck/CKMB	 	[    ] hours	 	 
			
	Neonatal Bilirubins	 	[    ] hours	 	 
			
	Therapeutic Drugs (Gentamicin, Digoxin, Dilantin, Theophylline)	 	[    ] hours	 	 
			
	Blood Gases	 	[    ] hour (only when request processed by Service Provider)	 	 

  

	 	•	Any tests which would be sent out to a reference or other laboratory should be indicated on the TAT list(s). 

  
 Responsiveness of the delivery system -the Service Provider must
specify a median specimen delivery time which will be achieved from outpatient and inpatient sites at the Hospital. 
  
 Responsiveness of the phlebotomy service - the Service Provider must confirm that there will be a prompt response to a telephone request for a
phlebotomist during the extended in hours phlebotomy service times. 







 Sentinel turnaround times 
  
 The Hospital has set the following sentinel event turnaround times which the Service Provider must achieve at all
times and which will be randomly audited. These tests and turnaround times are those which commonly reflect a Service Provider’s turnaround efficiency. They are: 
  
 Urgent tests counted from the time of specimen receipt to time of ring out of result 
  

	 •      k+ (potassium)
	  	[    ] minutes
		
	 •      PT/APTT
	  	[    ] minutes

  
 Routine tests
counted from the time of specimen receipt to authorised results viewable at a terminal 
  

	 •      Iron studies
	  	less than [    ] hours
		
	 •      Midstream urine
	  	no growth less than [    ] hours
		
	 •      Histology
	  	Initial microscopic report on [    ]working day.

  
 The Hospital operations manager

  
 The Service Provider is required to nominate an identifiable,
readily contactable person to manage the Hospital work. That person must: 
  

	•	Be the point of first contact for operational issues 

  

	•	Organise regular meetings between the Service Provider and the Hospital users which includes VMOs and the Hospital staff. 

  

	•	Provide measures of performance as specified in the contract for the provision of services. 

  
 Specific clinical and anatomical pathology requirements 
  
 Anticoagulant testing - timely support for therapeutic anti-coagulant control is required. In particular PR results
must be notified in time to modify evening anticoagulant dosing. 
  
 Anatomical pathology - cut up must be done on site and a biopsy review service provided on site. A frozen section service must be provided for the Hospital theatres as follows: 
  

	 	•	[    ] hour notice far elective frozen section 

  

	 	•	immediate phone access for urgent frozen section 

  

	 	•	collection to report TAT for every frozen section of [    ] minutes. 

  
 Autopsy service - whilst an autopsy service is not expected to be provided such a service must be facilitated by the
Service Provider as required by clinicians. 
  
 Blood transfusion and blood products - An on site service must be provided as part of the core laboratory service including: 
  

	 	•	inventory of blood products 









	 	•	compatibility testing 

  

	 	•	issuing of blood products on site [    ] hours a day [    ] days a week 

  

	 	•	facilitation of a minimum blood ordering schedule for surgery in accordance with Red Cross recommendations. 

  
 Bone marrow biopsy - A timely and responsive bone marrow service must
be provided by the Service Provider including review meetings as required by clinicians. 
  
 Deceased patients - The Service Provider must provide a body transport, storage and release process. 
  
 Infectious diseases surveillance/hospital cross infection - The
Service Provider must provide: 
  

	 	•	the Hospital ID officer with weekly reports containing collated data on infection control rates selected by isolate type and antibiotic sensitivity


  

	 	•	medical support for the ID team if and when necessary including advice on an effective antibiotic prescribing policy 

  

	 	•	provide timely support for the Hospital needle-stick program. 

  

Neonatal and paediatric anatomical and clinical pathology - The Service Provider must have the ability to provide expertise in the collection and
analysis of paediatric specimens and provide medical consultative expertise when and if required. 
  
 Point of care - The Service Provider must be prepared to manage a hospital wide point of care (POC) system including: 
  

	 	•	co-ordinating training and retraining, quality assurance and quality control 

  

	 	•	interpolating results into the clinical record 

  

	 	•	providing registration far POC operators undertaking POC tests. 

  

The Service Provider is not expected to purchase POC instruments but is required to be actively involved in any Hospital process to select
instrumentation. 
  
 Tissue storage - The Service
Provider is required to store all tissue of the Hospital patients according to current ethical standards. All blocks and slides must be stored in appropriate atmosphere controlled conditions indefinitely. The Service Provider must also provide a
process whereby: 
  
 Infection Control

  
 The Service Provider will assist in the
provision of consultation, program management and laboratory support in relation to infection control including, without limitation, air sampling in operation theatres, endoscopy suite tests, MRSA screening and patient screening. 

 
 Quality assurance support 
  
 Provision of quality assurance support including sterile supply,
endoscopy and operating theatres. 








	 	•	Stored material is audited 

  

	 	•	Patient and relative inquiries about stored material are responded to appropriately and promptly. 

  

	B.	Quality and standards 

  
 The Service Provider must be accredited to the Medical Testing accreditation scheme through the National Association of Testing Authorities, Australia / Royal
College of Pathologists of Australasia (NATA/RCPA) 
  
 The Service
Provider must continually meet all the requirements, which the National Association of Testing Authorities imposes as a pre-requisite to it recommending accreditation of all the Service Providers laboratories by the Health Insurance Commission.

  
 The Service Provider must have and provide evidence of:

  

	 	–	 	a specimen tracking system 

  

	 	–	 	a complaints handling system which meets Australian Standard 4269-1995 

  

	 	–	 	a comprehensive quality assurance program 

  
 The Service Provider must actively support and participate in the quality cycle of the ACHS. 
  

	C.	Performance assessment 

  
 All services provided by the Service Provider must conform with these specifications and the contract for the provision of Pathology Services. 

 
 To ensure that the services provided by the Service Provider are efficient and
effective and as required for good patient care, performance measures are required. Within 1 month of the day this document the Service Provider is required to state to the Operator how they propose that their performance in providing services at
the Hospital will be measured and communicated to the Hospital. The complete methodology must be described. 
  
 In addition examples must be submitted of the following: 
  

	 	•	Serial analysis of high volume tests for 90% test completion 

  

	 	•	ID report sorted for isolate type and antibiotic sensitivity.] 








 Schedule 4 
 Rates

  
 [To be finalised in respect of each hospital listed
in Schedule 5: 
  
 [Where agreements with HCF apply:

  
 For Public Hospitals:] 
  

	1.	Rates for Patient Pathology Services 

  

	 	(c)	The rates chargeable by the Service Provider to the Operator for the Patient Pathology Services shall be the Commonwealth Medicare Benefits Schedule (as that schedule is
amended from time to time). 

  

	 	(d)	The rates chargeable by the Service Provider to the Operator for the Patient Pathology Services which are not listed in the Commonwealth Medicare Benefits Schedule (as that
schedule is amended from time to time) are [    ].. 

  

	2.	Bitting Procedures in respect of payment of Service Provider and collection of moneys from Governmental Agencies and/ or patients 

  
 [    ]] 
  

	3.	Rates for Hospital Pathology Services 

  
 [    ] 
  
 [Where agreements with HCF apply: 
  
 For Private Hospitals:] 
  

	4.	Rates for Patient Pathology Services 

  

	 	(e)	The rates chargeable by the Service Provider to [the patient / Operator] for the Patient Pathology Services shall be the Commonwealth Medicare Benefits Schedule (as that
schedule is amended from time to time). 

  

	 	(f)	The rates chargeable by the Service Provider to the Operator for the Patient Pathology Services which are not listed in the Commonwealth Medicare Benefits Schedule (as that
schedule is amended from time to time) are [    ] .. 

  

	5.	Bitting Procedures in respect of payment of Service Provider by [patient / Operator via Governmental Agencies/health funds/ 

  
 [    ]] 
  

	6.	Rates for Hospital Pathology Services 

  
 [    ]] 







 Schedule 5 
 Operator Services & Equipment 
  
 [To be finalised in
respect of each hospital listed in Schedule 5: 
  

	1.	The following equipment will be provided by the Operator which may be used by the Service Provider in connection with its provision of the Pathology Services:


  

	    	[Either specify equipment or state “nil”.] 

  

	2.	To the extent that any equipment is provided pursuant to Item 1 of this Schedule, the Operator must: 

  

	 	(a)	ensure that the equipment is maintained in a safe, serviceable and clean condition; 

  

	 	(b)	maintain complete and accurate records of equipment maintenance schedules, breakdowns and repairs; and 

  

	 	(c)	ensure that all of the equipment and the materials provided or used in connection with the Services conform to the current relevant Australian Standard (where such exists) or where
an Australian Standard does not exist, to generally accepted industry standards. 

  
 3. The Operator must provide the following services to the Service Provider: 
  

	 	(a)	[specify services or specify “nil”]; and 

  

	 	(b)	[appropriate self or cupboard space on which the Service Provider may temporarily store consumable or collection materials used in its provision of the Patient Pathology
Services.]] 








 Schedule 6 
 Hospitals forming part of the Hospitals Assets 
  
 Joondalup Health Campus 







 Executed as an Agreement. 
  


	Signed for and on behalf of Mayne Group Limited ABN 56 004 073 410 by its Attorneys under Power of Attorney dated 30 January 2002 each of whom declares that he or she
holds the office in Mayne Group Limited indicated under his or her signature and that he or she has no notice of the revocation of the Power of Attorney	 	 Mayne Group Limited
 ABN 56 004 073
410 by
 its Attorneys:

	 	 	  


	 	 	    Signature of Attorney
		
	 	 	  


	 	 	    Name of Attorney in full
		
	 	 	  


	 	 	    Office
		
	 	 	  


	 	 	    Signature of Attorney
		
	 	 	  


	 	 	    Name of Attorney in full
		
	 	 	  


	 	 	    Office
	 	 	 
	Executed by [     ] or in the presence of:	 	 
		
	  

	 	  


	Signature of Director	 	    Signature of Secretary/other Director
		
	  

	 	  


	Name of Director in full	 	    Name of Secretary/other Director in full