Asset Sale Deed- Frances Perry Private Hospital



 Exhibit 11 
  

CLAYTON UTZ 
  
 Asset Sale Deed - Frances Perry House Hospital 
 [Collocated Hospitals and Privatised Hospitals] 
  
 Mayne Group Limited ACN 004 073 410 
 MGL or Seller 
  
 Frances Perry Hospital Pty Ltd ACN 106 723 228 
 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	  	12
	 	  	1.3	  	Other Indemnifying Parties	  	12
			
	 2.
	  	Conditions Precedent and C&P Completion Conditions	  	13
				
	 	  	2.1	  	Conditions Precedent to the sale of the Assets - Seller	  	13
	 	  	2.2	  	Loan arrangements	  	13
	 	  	2.3	  	Conditions	  	13
	 	  	2.4	  	Buyer Default	  	14
	 	  	2.5	  	Seller Default	  	14
	 	  	2.6	  	Consequences of termination	  	14
	 	  	2.7	  	Acknowledgements	  	15
	 	  	2.8	  	Conduct of Hospital Business	  	16
	 	  	2.9	  	Pre-Completion Employee Arrangements	  	16
	 	  	2.10	  	Guarantees	  	18
	 	  	2.11	  	Material cost	  	18
			
	 3.
	  	Sale of Assets - Seller Group	  	18
				
	 	  	3.1	  	Sale of Assets - Seller Group	  	18
	 	  	3.2	  	Purchase Price	  	18
			
	 4.
	  	Balancing payments	  	19
				
	 	  	4.1	  	Available Cash	  	19
	 	  	4.2	  	Operating Loss	  	19
	 	  	4.3	  	Notional Tax Amount	  	19
			
	 5.
	  	Purchase Price and payments	  	19
				
	 	  	5.1	  	Pre-Adjustment Purchase Price	  	19
	 	  	5.2	  	Apportionment following adjustment	  	20
			
	 6.
	  	C&P Completion	  	20
				
	 	  	6.1	  	C&P Completion place and date	  	20
	 	  	6.2	  	Seller’s obligations on C&P Completion	  	20
	 	  	6.3	  	Buyer’s obligations on C&P Completion	  	21
	 	  	6.4	  	Delivery	  	22
	 	  	6.5	  	Title	  	22
	 	  	6.6	  	Risk and entitlement to profits	  	22
	 	  	6.7	  	Interdependence	  	22
	 	  	6.8	  	Notice to complete	  	22
			
	 7.
	  	Novation and Assignment of Hospital Business Contracts - Seller Group and Equipment Leases - Seller Group	  	23
				
	 	  	7.1	  	Novation or assignment on C&P Completion	  	23
	 	  	7.2	  	Obligations pending or if no novation or assignment	  	24
	 	  	7.3	  	Obligations if novation or assignment is not possible	  	24
	 	  	7.4	  	Indemnities	  	25
	 	  	7.5	  	Transfer of Assets under Equipment Leases - Seller Group	  	25
			
	 8.
	  	Novation and Assignment of Leases -  Seller Group	  	25
				
	 	  	8.1	  	Novation or assignment on C&P Completion	  	25
	 	  	8.2	  	Obligations pending or if no novation or assignment	  	26
	 	  	8.3	  	Obligations if novation or assignment is not possible	  	26
	 	  	8.4	  	Indemnities	  	27

  








	 9.
	  	Release of Seller’s Guarantees	  	27
				
	 	  	9.1	  	Release	  	27
	 	  	9.2	  	Indemnity	  	27
			
	 10.
	  	Shared arrangements	  	27
				
	 	  	10.1	  	Shared Contracts	  	27
	 	  	10.2	  	Shared Assets	  	28
			
	 11.
	  	Employees and Independent Contractors	  	28
				
	 	  	11.1	  	Provision of employment or engagement	  	28
	 	  	11.2	  	Payments to Employees and Independent Contractors	  	29
	 	  	11.3	  	Recognition of prior service	  	30
	 	  	11.4	  	Indemnity for Employees and Independent Contractors	  	30
	 	  	11.5	  	Employee Lists and Independent Contractor Lists	  	30
			
	 12.
	  	Superannuation	  	31
			
	 13.
	  	Trade Debts - Seller Group	  	32
			
	 14.
	  	Plant and equipment	  	32
			
	 15.
	  	Liabilities	  	32
			
	 16.
	  	Going concern	  	33
			
	 17.
	  	Loan arrangements	  	33
				
	 	  	17.1	  	Determination of Available Cash or Operating Loss	  	33
	 	  	17.2	  	Available Cash Loan	  	35
	 	  	17.3	  	Operating Loss Loan	  	35
	 	  	17.4	  	Failure to make an Available Cash Loan or Operating Loss Loan	  	35
	 	  	17.5	  	No Interest	  	35
	 	  	17.6	  	Repayment	  	35
	 	  	17.7	  	Method of Repayment	  	35
	 	  	17.8	  	Tax office ruling	  	36
	 	  	17.9	  	Notional Tax Amount	  	36
	 	  	17.10	  	Court Order	  	36
		
	 Schedule 1 Hospital; Hospital Licence; Act
	  	45
		
	 Schedule 2 Obligations relating to the Conditions Precedents
	  	46
		
	 Schedule 3 Hospital Licence C&P Completion Condition
	  	50
		
	 Schedule 4 Finance Arrangements C&P Completion Condition
	  	52
		
	 Schedule 5 Business Names - Seller Group
	  	53
		
	 Schedule 6 Intellectual Property - Seller Group
	  	54
		
	 Schedule 7 Hospital Business Contracts - Seller; Shared Contracts
	  	55
		
	 Schedule 8 Equipment Leases - Seller Group
	  	56
		
	 Schedule 9 Leasehold Premises - Seller Group
	  	57
		
	 Schedule 10 Deed of Novation of Lease; Deed of Assignment of Lease
	  	58
		
	 Schedule 11 Seller’s Guarantees
	  	75









	 Schedule 12 Other Indemnifying Parties
	  	76
		
	 Annexure A Diagnostics Agreements
	  	77








 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”)
		
	 	  	Frances Perry Hospital Pty Ltd ACN 106 723 228 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
 Joondalup Hospital Pty Limited ACN 106 723 193 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
 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. 







 “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; 

  

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

  

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

  
 “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; 

  

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

  

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








 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”). 
  
 “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 House 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. 
  
 “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. 
  
 “Expiry” means expiry of all of the Government Contracts.

  
 “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 “Frances Perry House” in the Last Accounts, subject to any adjustment in the column marked
“Frances Perry House” 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 “Frances Perry House” in the Last Accounts, subject to any adjustment in the column marked “Frances Perry House” 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.  
  
 “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 [*]. 
  
 “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 “Frances Perry House” in the Last Accounts subject to any adjustment in the column marked “Frances Perry
House” in the Umbrella Completion Accounts. 
  
 “Purchase Price” has the meaning given in clause 3.2. 
  
 “Related Body Corporate” has the meaning given in section 9 of the Corporations Act 
  
 “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. 
  


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









 “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. 

  
 “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. 
  
 “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 “Frances Perry House” in the Last Accounts, subject to any adjustment in the column marked “Frances Perry House” 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 “Frances Perry House” in the Last Accounts, subject to any adjustment in the column marked “Frances Perry House” 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 2.1 l(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)	for the Fixed Assets - Seller Group, their tax written down value; 

  

	 	(b)	for the Stock - Seller Group, the value of the Stock - Seller Group as set out in the column marked “Frances Perry House” in the Last Accounts; 


 

	 	(c)	for the Trade Debts - Seller Group, the value of the Trade Debts - Seller Group as set out in the column marked “Frances Perry House” in the Last Accounts;


  

	 	(d)	for the Prepayments - Seller Group, the value of the Prepayments - Seller Group as set out in the column marked “Frances Perry House” in the Last Accounts;


  

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

  

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

  

	 	(g)	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. 

  

	 	(h)	$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; and 

  

	 	(g)	(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)	(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.l(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; 

  

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

  

	 	(d)	(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; 









	 	(e)	(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	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 6.8(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 6.8(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 group 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 

  
 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: 
  

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

  

	 	(v)	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 CAN 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

 Signature of Witness
	  	 Philip Kapp

 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
                            , 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 for and on behalf of Melbourne Hospital Pty Limited ACN 106 723 415 by its Attorney under a Power of Attorney dated
                            , 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/ [ILLEGIBLE]

 Signature of Attorney
  

		
	 	 	 [ILLEGIBLE]


	 	 	Name of Attorney in full
		
	 	 	 DIRECTOR


	 	 	Office
		
	 	 	 /s/ [ILLEGIBLE]


	 	 	Signature of Attorney
		
	 	 	 [ILLEGIBLE]


	 	 	Name of Attorney in full
		
	 	 	 CHIEF FINANCIAL OFFICER


	 	 	Office








 Schedule 1 
 Hospital; Hospital Licence; Act 
  
 Part A - Hospital

  
 Frances Perry House Hospital 

 
 Part B - Hospital Licence 
  
 A certificate of renewal of registration issued to MGL
under the Act for Frances Perry House Hospital. 
  
 Part C - Act

  
 Health Services Act 1988 (Vic).








 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 if requested by the Buyer 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 

  

	 Contract

	  	 Mayne Party

	  	 Government
 Party

	  	 Date

	  	 Consent / Approval / Waiver
 Required


	 Operating Deed
	  	Mayne Group Limited	  	Women and Children’s Health Care Network	  	22 December 1997	  	Obtain consent from Network to novation from MGL to Buyer of rights and obligations under the Deed. (If consent to novation is not forthcoming, seek consent to assignment of rights
and interests.) (Deed is silent on assignment.)
					
	 Lease
	  	Mayne Group Limited	  	Women and Children’s Health Care Network	  	22 December 1997	  	Obtain consent from Network to novation from MGL to Buyer of rights and obligations under Lease and transfer of interest in the Premises pursuant to clause 12.1. (If consent to
novation is not forthcoming, seek consent to assignment of rights and interests.) (Note MGL’s obligations under clause 12.2.)
					
	 Agreement to
 Lease
	  	Mayne Group Limited	  	Women and Children’s Health Care Network	  	22 December 1997	  	Obtain consent from Network to novation from MGL to Buyer of rights, obligations and interests in the Agreement under clause 12.1. (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 written notice from the Secretary of the Department of Human Services under section 94 of the Act that the Hospital Licence is or has been varied by transferring it to
the Buyer; and 

  

	 	(b)	if later, the date the transfer is effective. 

  

	2.	If the Secretary to the Department of Human Services specifies any requirements (including any new terms or conditions or changes to terms or conditions of the Hospital Licence) as
terms or conditions to varying the Hospital Licence by transferring it to the Buyer (“Conditions”), the Buyer shall use best endeavours to comply with 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 to be the transferee of the 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 Hospital Licence has been varied by a decision of the Secretary of the Department of Human Services pursuant to section 94 of the Act by transferring it to the Buyer, then
unless and until C&P Completion occurs, the Buyer shall hold the 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 Hospital Licence has been varied by a decision of the Secretary of the
Department of Human Services pursuant to section 94 of the Act by transferring it to the Buyer, the Buyer shall promptly at the Buyer’s expense execute all documents reasonably required and use its best endeavours to obtain all necessary
consents to further vary the Hospital Licence by transferring it to MGL. 

  

	8.	Each party agrees to provide to the Department of Human Services any further information necessary to be supplied by that party, in connection with the application to vary the
Hospital Licence by transferring it to the Buyer, including information that the Secretary of the Department of Human Services requests pursuant to section 92(4) of the Act. Such information must be provided as soon as practicable after a request
for it is received. 









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

  

	 	(a)	coordinate the application by MGL for a variation of the Hospital Licence by way of transferring it to the Buyer in accordance with section 92(1) of the Act such that it can be
lodged 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
approval for the variation; 

  

	 	(b)	keep MGL informed as to the progress of the application and authorise the Department of Human Services to discuss details of the application for transfer and its progress with MGL;
and 

  

	 	(c)	notify MGL immediately the variation is approved. 

  

	10.	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 
  
 This Schedule has been deliberately left blank. 







 Schedule 5 
 Business Names - Seller Group 
  

	 NAME

	 	 PROPRIETOR

	 	 REGISTRATION No.

	 	 STATE


	 Frances Perry House
	 	Mayne Group Limited	 	1366914S    	 	Victoria
				
	 Frances Perry House
 Hospital
	 	Mayne Group Limited	 	B1565499R	 	Victoria








 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 
  

	 	  	 Address

	  	 Tenant


	 1.
	  	 Suite 8, 96 Grattan Street, Carlton, Victoria and
 one car park (Frances Perry House)
	  	Mayne Group Limited
			
	 2.
	  	 Suite 11, 96 Grattan Street, Carlton, Victoria and
 one cark park (Frances Perry House)
	  	Mayne Group Limited
			
	 3.
	  	 Suite 16, 96 Grattan Street, Carlton, Victoria and
 one car park (Frances Perry House)
	  	Mayne Group Limited
			
	 4.
	  	 Suite 19, 96 Grattan Street, Carlton, Victoria and
 one car park (Frances Perry House)
	  	Mayne Group Limited








 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. 

  

	 	(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.	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
	  	27/11/1997	  	 The Women’s
 & Childrens Health
care Network
	  	 Security required
 under an Agreement
for Lease in relation to Frances Perry House
	  	Indefinite	  	$100,000	  	$150.00








 Schedule 12 
 Other
Indemnifying Parties 
  
 Australian Newco Holdings Pty Limited ACN 106 722
347 
 Joondalup Hospital Pty Limited ACN 106 723 193 
 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 
 Armidale Hospital Pty
Limited ACN 106 723 200 
 P.O.W. Hospital Pty Limited ACN 106 723 871 







 Annexure A 
 Diagnostics Agreements 







 Not Used