exv10w1



 






Exhibit 10.1




Execution Copy

8 August 2007




Peplin Limited




Peplin, Inc.




Restructure

Implementation

Agreement






 









 





	 	 	 	 	 
	Contents	 	 	 	 
	1 Interpretation
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Construction
	 	 	6	 
	1.3 Headings
	 	 	7	 
	 
	 	 	 	 
	2 Implementation of the Restructure
	 	 	7	 
	 
	 	 	 	 
	3 Conditions precedent
	 	 	7	 
	 
	 	 	 	 
	3.1 Conditions precedent
	 	 	7	 
	3.2 Benefit and waiver of Conditions Precedent
	 	 	9	 
	3.3 Parties must cooperate
	 	 	9	 
	3.4 Notification of certain events
	 	 	9	 
	3.5 Certificate
	 	 	10	 
	 
	 	 	 	 
	4 Restructure steps
	 	 	10	 
	 
	 	 	 	 
	4.1 Preliminary steps
	 	 	10	 
	4.2 Share Scheme steps
	 	 	10	 
	4.3 Option Scheme steps
	 	 	11	 
	4.4 Election
	 	 	11	 
	4.5 Fractional entitlements
	 	 	12	 
	4.6 Ineligible Foreign Shareholders
	 	 	12	 
	4.7 Ineligible Foreign Optionholders
	 	 	12	 
	4.8 Unlisted Options
	 	 	13	 
	4.9 General provisions
	 	 	13	 
	 
	 	 	 	 
	5 Implementation of the Restructure
	 	 	14	 
	 
	 	 	 	 
	5.1 Mutual obligations
	 	 	14	 
	5.2 Obligations of the Company
	 	 	14	 
	5.3 Obligations of Peplin
	 	 	15	 
	 
	 	 	 	 
	6 Public announcements
	 	 	16	 
	 
	 	 	 	 
	7 Termination
	 	 	16	 
	 
	 	 	 	 
	7.1 Termination prior to Second Court Date
	 	 	16	 
	7.2 Other termination rights
	 	 	17	 
	7.3 Method of termination
	 	 	17	 
	7.4 Automatic termination
	 	 	17	 
	7.5 Effect of termination
	 	 	17	 
	 
	 	 	 	 
	8 Notices
	 	 	18	 
	 
	 	 	 	 
	8.1 General
	 	 	18	 
	8.2 How to give a communication
	 	 	18	 
	8.3 Particulars for delivery of notices
	 	 	18	 
	8.4 Communications by post
	 	 	18	 
	8.5 Communications by fax
	 	 	18	 
	8.6 After hours communications
	 	 	19	 
	8.7 Process service
	 	 	19	 






	 	 	 	 	 




			
	 
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	Contents	 	 	 	 
	9 GST
	 	 	19	 
	 
	 	 	 	 
	10 General
	 	 	20	 
	 
	 	 	 	 
	10.1 Duty
	 	 	20	 
	10.2 Legal costs
	 	 	20	 
	10.3 Amendment
	 	 	20	 
	10.4 Waiver and exercise of rights
	 	 	20	 
	10.5 Rights cumulative
	 	 	20	 
	10.6 Consents
	 	 	21	 
	10.7 Further steps
	 	 	21	 
	10.8 Governing law and jurisdiction
	 	 	21	 
	10.9 Assignment
	 	 	21	 
	10.10 Liability
	 	 	21	 
	10.11 Counterparts
	 	 	21	 
	10.12 Entire understanding
	 	 	21	 
	10.13 No Merger
	 	 	21	 
	 
	 	 	 	 
	Annexure 1 – Share Scheme
	 	 	24	 
	 
	 	 	 	 
	Annexure 2 – Option Scheme
	 	 	25	 
	 
	 	 	 	 
	Annexure 3 – Form of Share Scheme Deed Poll
	 	 	26	 
	 
	 	 	 	 
	Annexure 4 – Form of Option Scheme Deed Poll
	 	 	27	 
	 
	 	 	 	 
	Annexure 5 – Peplin Stock Option Plan
	 	 	28	 





	 	 	 



			
	 
	 	page ii






 









 








	 	 	 	Date
	 
	 	 	 	Parties
	 
	 	 	 	Peplin Limited ABN 55 090 819 275 of Level 2, 1 Breakfast Creek Road, Newstead,
Queensland 4006 (Company)
	 
	 	 	 	Peplin, Inc a company incorporated in Delaware, United States of America of 6475 Christie
Avenue, Emeryville, CA 94608, United States of America (Peplin)
	 
	 	 	 	Background






	A	 	The Company is listed on the official list of the ASX and has
184,591,662 Shares and 17,119,260 Options on issue.






	B	 	Peplin is a company incorporated under the laws of Delaware,
United States and has one share, being the Peplin Redeemable
Share, on issue. Other than the Peplin Redeemable Share, Peplin has not issued any other shares and has not granted any options
or other convertible securities.






	C	 	The parties have agreed on the terms set out in this document
that the Company will propose to implement a reorganisation by
means of:






	 	(a)	 	a scheme of arrangement under Part 5.1 of the Corporations Act between
the Company and its members; and
	 
	 	(b)	 	a scheme of arrangement under Part 5.1 of the Corporations Act between
the Company and its listed optionholders.






	D	 	Simultaneously with the Schemes, the Company and Peplin will seek
to replace the Company’s unlisted options with stock options in
Peplin.
	 
	E	 	Each of the parties agrees to do the things within their power to
implement the Schemes on and subject to the terms of this
document.






	 	 	Agreed terms

	 
	1 Interpretation
	 
	1.1 Definitions
	 
	 	 	In this document:
	 
	 	 	ASIC means the Australian Securities and Investments Commission.
	 
	 	 	 





			
	 
	 	page 1






 









 







	 	 	ASIC Relief means the modifications or exemptions which the Company and Peplin may agree
are necessary or desirable in connection with the Restructure.
	 
	 	 	associate has the meaning given in section 12 of the Corporations Act.
	 
	 	 	ASTC means the Australian Settlement and Transfer Corporation Limited.
	 
	 	 	ASTC Settlement Rules means the Settlement Rules of ASTC.
	 
	 	 	ASX means ASX Limited (ACN 008 624 691).
	 
	 	 	ASX Listing Rules means the official listing rules of ASX.
	 
	 	 	ASX Waivers means the waivers to or exemptions from the ASX Listing Rules which the
Company and Peplin may agree are necessary or desirable in connection with the
Restructure.
	 
	 	 	Business Day means a day on which trading banks are open for business in Brisbane and
Sydney, Australia, but does not include a Saturday, Sunday or any public holiday in
Brisbane and Sydney.
	 
	 	 	Capital Raising Resolution means the ordinary resolution to be put to Shareholders on or
about the date of the Scheme Meetings pursuant to ASX Listing Rule 7.1 for the issue of
greater than 15% of the issued capital of Peplin or the Company (as applicable).
	 
	 	 	CDI Register has the meaning given to that term in the ASTC Settlement Rules.
	 
	 	 	CHESS Depositary Interest has the meaning given to that term in the ASTC Settlement
Rules.
	 
	 	 	Conditions Precedent means the conditions precedent in clause 3.1.
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cth).
	 
	 	 	Corporations Regulations means the Corporations Regulations 2001 (Cth).
	 
	 	 	Court means the Federal Court of Australia.
	 
	 	 	Deed Polls mean the deed polls in the form of Annexures 3 and 4 (or in such other forms
as is agreed between the parties to this document).
	 
	 	 	Depositary has the meaning given to the term “Depositary” in the ASTC Settlement Rules.
	 
	 	 	Effective means, when used in relation to the Schemes, the coming into effect, pursuant
to section 411(10) of the Corporations Act, of the Implementation Orders.
	 
	 	 	Eligible Option Scheme Participant means an Option Scheme Participant who is registered
in the Option Register as at the Record Date with an address within Australia, New
Zealand, the United States or such other country agreed by the Company and Peplin.
	 
	 	 	Eligible Share Scheme Participant means a Share Scheme Participant who is registered in
the Share Register as at the Record Date with an address







			








			
	 
	 	page 2







 









 







	 	 	within Australia, New Zealand, the United States or such other country agreed by the
Company and Peplin.
	 
	 	 	End Date means 31 October 2007, or such later date as the parties may agree in writing.
	 
	 	 	ESOP means the Employee Share Option Plan of the Company approved by shareholders on 30
June 2000.
	 
	 	 	Exercise Price means, in relation to an option, all amounts paid or payable with respect
to that option, including any amount paid or payable on grant of the option and/or on
exercise of the option.
	 
	 	 	Governmental Agency means any government or governmental, semi-governmental,
administrative, fiscal, regulatory or judicial entity or authority. It also includes a
self-regulatory organisation established under a statute or stock exchange.
	 
	 	 	Implementation Date means the Business Day immediately following the Record Date.
	 
	 	 	Implementation Orders means the orders pursuant to Section 411(4)(b) of the Corporations
Act in relation to the Schemes.
	 
	 	 	Independent Expert’s Report means a report by an independent expert appointed in
accordance with the guidelines established by ASIC in its Practice Notes 42 and 43 and
Policy Statement 75, stating whether or not in his or her opinion, the Restructure is in
the best interests of the Scheme Participants and setting out his or her reasons for that
opinion.
	 
	 	 	Information Memorandum means the information memorandum prepared by the Company in
respect of the Schemes to be approved by the Court and dispatched to Shareholders and
Optionholders.
	 
	 	 	Ineligible Foreign Optionholder means each Option Scheme Participant who is not an
Eligible Option Scheme Participant.
	 
	 	 	Ineligible Foreign Shareholder means each Share Scheme Participant who is not an Eligible
Share Scheme Participant.
	 
	 	 	Intellectual Property means any and all intellectual property rights throughout the
world, whether or not registered or registrable, including all present and future rights
in any:






	 	(a)	 	patent, invention, discovery, copyright (including future copyright),
trade mark, design, software, circuit layout, or trade, business, domain or company
name;
	 
	 	(b)	 	entitlement to registration or application for registration of such a
right; and
	 
	 	(c)	 	trade secrets, know how, concept, idea, data, formula and confidential or
other information,






	 	 	granted by law or equity from time to time under the law of any jurisdiction.
	 
	 	 	 





			
	 
	 	page 3






 









 







	 	 	Nominee means the nominee selected by the Company prior to the Implementation Date for
the purposes of clauses 4.6 and 4.7.
	 
	 	 	Option means an option to be issued a Share, which is listed for quotation on ASX, and
for the avoidance of doubt, does not include an Unlisted Option.
	 
	 	 	Optionholders means each person who is registered in the register of optionholders of the
Company as the holder of Options, from time to time.
	 
	 	 	Option CDI means the CHESS Depositary Interest to be issued in connection with the Option
Scheme representing an interest in one-twentieth of a Peplin Stock Option.
	 
	 	 	Option Register means the register of Options maintained in accordance with the
Corporations Act.
	 
	 	 	Option Scheme means the proposed scheme of arrangement under Part 5.1 of the Corporations
Act between the Company and the Optionholders in the form of Annexure 2, subject to any
alterations or conditions made or required by the Court under section 411(6) of the
Corporations Act and approved in writing by each party.
	 
	 	 	Option Scheme Participant means each person who is a Optionholder as at the Record Date.
	 
	 	 	Peplin Common Stock means shares of fully paid Common Stock in the capital of Peplin to
come into existence on adoption by Peplin of its Certificate of Incorporation.
	 
	 	 	Peplin Employee Stock Option means an option to be issued by Peplin to acquire one share
of Peplin Common Stock under the Peplin Stock Option Plan.
	 
	 	 	Peplin Redeemable Share means the one redeemable share in the capital of Peplin held by
the Company, which will be immediately redeemed on the Implementation Date.
	 
	 	 	Peplin Stock Option means an option to be issued by Peplin to acquire one share of Peplin
Common Stock under the Peplin Stock Option Plan.
	 
	 	 	Peplin Stock Option Plan means the Stock Option Plan in the form of Annexure 5 (or in
such other forms as is agreed between the parties to this document), to be adopted by
Peplin in accordance with clause 4.1.
	 
	 	 	Record Date means the fifth Business Day following the date on which the Schemes become
Effective, or such earlier date as the parties may agree in writing.
	 
	 	 	Relevant Instrument means, with respect to any person:






	 	(a)	 	the certificate of incorporation, the constitution, the by laws or
charter documents of that person;
	 
	 	(b)	 	any agreement, note, bond, security interest, indenture, deed of trust,
contract, undertaking, lease, or other instrument or obligation to which that person
is a party or its assets are bound or affected;
	 
	 	 	 	 





			
	 
	 	page 4






 









 







	 	(c)	 	any authorisation, licence, permit or authority, granted to or entered
into by that person and that is material in the context that it is granted or
entered into; or
	 
	 	(d)	 	any writ, order, decree, injunction, judgment, law, statute, rule or
regulation applicable to that person or its assets or by which it or they are bound
or affected.






	 	 	Required Consents means the consent, approval, permission or waiver of any third party
(including any Governmental Agency) which, whether pursuant to a Relevant Instrument or
otherwise, is required in connection with, or as a result of, the proposal or
implementation of the Restructure in order to avoid:






	 	(a)	 	a material breach, material violation or material default occurring under
a Relevant Instrument applicable to any party or any of its associates;
	 
	 	(b)	 	any other person becoming entitled to terminate, withdraw, accelerate or
call for a material default under a Relevant Instrument applicable to any party or
any of its associates;
	 
	 	(c)	 	any other person becoming entitled to amend the terms of a Relevant
Instrument in a way which would materially adversely affect any party or any of its
associates or which enables that other person to acquire any other right which would
materially adversely affect any party or any of its associates; or
	 
	 	(d)	 	the creation of any security interest upon any of the assets or
properties of any party or any of its associates.






	 	 	Restructure means the reorganisation which is to be effected on the Implementation Date,
under which:






	 	(a)	 	Peplin will acquire all of the Shares under the Share Scheme;
	 
	 	(b)	 	the Company will cancel all of the Options under the Option Scheme;
	 
	 	(c)	 	the Company will cancel all of the Unlisted Options; and
	 
	 	(d)	 	the existing securityholders of the Company will receive shares of common
stock and options to acquire common stock in Peplin.






	 	 	Scheme Meetings means the meetings of shareholders and option holders to be convened by
the Court in relation to the Schemes pursuant to section 411(1) of the Corporations Act.
	 
	 	 	Second Court Date means the day on which the Court makes orders pursuant to section
411(4)(b) of the Corporations Act approving the Share Scheme.
	 
	 	 	Share CDI means the CHESS Depositary Interest to be issued in connection with the Share
Scheme representing an interest in one-twentieth of a share of Peplin Common Stock.
	 
	 	 	Share Register means the register of members of the Company maintained in accordance with
the Corporations Act.
	 
	 	 	Share Scheme means the proposed scheme of arrangement under Part 5.1 of the Corporations
Act between the Company and the Shareholders in the form
	 
	 	 	 





			
	 
	 	page 5






 









 







	 	 	of Annexure 1, subject to any alterations or conditions made or required by the Court
under section 411(6) of the Corporations Act and approved in writing by each party.
	 
	 	 	Share Scheme Participant means each person who is a Shareholder as at the Record Date.
	 
	 	 	Shareholder means each person who is registered in the Share Register as the holder of
Shares.
	 
	 	 	Shares means fully paid ordinary shares in the capital of the Company.
	 
	 	 	Scheme Participants means a Share Scheme Participant or a Option Scheme Participant.
	 
	 	 	Schemes means the Share Scheme and the Option Scheme.
	 
	 	 	Unlisted Option means an option to be issued a Share issued:






	 	(a)	 	under the ESOP;
	 
	 	(b)	 	under the directors and officers plan adopted by the Company; or
	 
	 	(c)	 	to directors and officers of the Company,
and which, for the avoidance of doubt, is not an Option.






	 	 	Unlisted Optionholders means each person who is registered in the register of
optionholders of the Company as the holder of Unlisted Options, from time to time.
	 
	1.2	 	Construction
	 
	 	 	Unless expressed to the contrary, in this document:






	 	(a)	 	words in the singular include the plural and vice versa;
	 
	 	(b)	 	any gender includes the other genders;
	 
	 	(c)	 	if a word or phrase is defined its other grammatical forms have
corresponding meanings;
	 
	 	(d)	 	“includes” means includes without limitation;
	 
	 	(e)	 	no rule of construction will apply to a clause to the disadvantage of a
party merely because that party put forward the clause or would otherwise benefit
from it;
	 
	 	(f)	 	a reference to:






	 	(i)	 	a person includes a partnership, joint venture,
unincorporated association, corporation and a government or statutory body or
authority;
	 
	 	(ii)	 	a person includes the person’s legal personal
representatives, successors, permitted assigns and persons substituted by
permitted novation;
	 
	 	 	 	 





			
	 
	 	page 6






 









 







	 	(iii)	 	any legislation includes subordinate legislation under it
and includes that legislation and subordinate legislation as modified or
replaced;
	 
	 	(iv)	 	an obligation includes a warranty or representation and a
reference to a failure to comply with an obligation includes a breach of
warranty or representation;
	 
	 	(v)	 	a right includes a benefit, remedy, discretion or power;
	 
	 	(vi)	 	time is to local time in Sydney;
	 
	 	(vii)	 	“$” or “dollars” is a reference to Australian currency;
	 
	 	(viii)	 	this or any other document includes the document as novated, varied or
replaced by agreement between the parties and despite any change in the
identity of the parties;
	 
	 	(ix)	 	writing includes any mode of representing or reproducing
words in tangible and permanently visible form, and includes fax
transmissions;
	 
	 	(x)	 	this document includes all schedules and annexures to it;
and
	 
	 	(xi)	 	a clause, schedule or annexure is a reference to a clause,
schedule or annexure, as the case may be, of this document;






	 	(g)	 	if the date on or by which any act must be done under this document is
not a Business Day, the act must be done on or by the next Business Day;
	 
	 	(h)	 	where time is to be calculated by reference to a day or event, that day
or the day of that event is excluded; and
	 
	 	(i)	 	a reference to any statement, including a warranty made by a party on the
basis of its knowledge, belief or awareness, is made on the basis of the actual
knowledge, belief or awareness of the officers of the party (and no other persons)
as at the date of this document.






	1.3	 	Headings
	 
	 	 	Headings do not affect the interpretation of this document.
	 
	2	 	Implementation of the Restructure
	 
	 	 	The Company agrees to propose the Schemes, and the parties agree to implement the
Restructure on and subject to this document.
	 
	3	 	Conditions precedent
	 
	3.1	 	Conditions precedent
	 
	 	 	The obligations of the parties under clause 2 and clauses 4.2 to 4.9 to implement
the Restructure, are subject to the following conditions precedent
	 
	 	 	 





			
	 
	 	page 7











 









 






	 	 	having been satisfied or deemed to be satisfied or waived in accordance with clause 3.2:






	 	(a)	 	(ASX listing): before 8.00 am on the Second Court Date, ASX approves:






	 	(i)	 	Peplin for admission to the ASX official list;
	 
	 	(ii)	 	the Share CDIs for official quotation by ASX; and
	 
	 	(iii)	 	the Option CDIs for official quotation by ASX,






	 	 	 	in each case conditional only on the Schemes becoming Effective and Peplin
providing to the ASX the information required by the ASX approval or the ASX
Listing Rules and satisfying any other conditions of the ASX approval related to
deferred trading of CHESS Depositary Interests;
	 
	 	(b)	 	(ASIC Relief): before 8.00 am on the Second Court Date, ASIC grants to
the Company the ASIC Relief on terms that are unconditional or subject to conditions
that are acceptable to the Company;
	 
	 	(c)	 	(ASX Waivers): before 8.00 am on the Second Court Date, ASX grants to the
Company the ASX Waivers on terms that are unconditional or subject to conditions
that are acceptable to the Company;
	 
	 	(d)	 	(Capital Raising): before 8.00am on the Second Court Date, the
Shareholders have passed the Capital Raising Resolution;
	 
	 	(e)	 	(Required Consents): before 8.00 am on the Second Court Date, all
Required Consents which the Company and Peplin agree are necessary to implement the
Restructure are obtained or received, without the imposition of any term or
condition unsatisfactory to the parties acting reasonably;
	 
	 	(f)	 	(No restraints): before 8.00 am on the Second Court Date, no temporary
restraining order, preliminary or permanent injunction or other order is issued by
any court of competent jurisdiction or other legal restraint or prohibition
preventing the Restructure being implemented;
	 
	 	(g)	 	(Depositary): before 8.00 am on the Second Court Date, Peplin has
appointed a Depositary and the Depositary has agreed to the allotment to it of
Peplin Common Stock and Peplin Stock Options under the Schemes;
	 
	 	(h)	 	(Nominee): before 8.00 am on the Second Court Date, Peplin has appointed
a Nominee and the Nominee has agreed to sell the Share CDIs and the Option CDIs as
contemplated by clauses 4.6 and 4.7 respectively; and
	 
	 	(i)	 	(Ability to issue CDIs): before 8.00 am on the Second Court Date, Peplin
has done everything necessary under the ASTC Settlement Rules to enable it to issue
Share CDls and Option CDIs other than the allotment to a Depositary of,
respectively:






	 	(i)	 	Peplin Common Stock under the Share Scheme, and
	 
	 	 	 	 





			
	 
	 	page 8






 









 







	 	(ii)	 	Peplin Stock Options under the Option Scheme.






	3.2	 	Benefit and waiver of Conditions Precedent






	 	(a)	 	The Company and Peplin together have the benefit of the Conditions Precedent
in clause 3.1 and any breach or non-fulfilment of those Conditions Precedent can
only be waived with the consent of both parties.
	 
	 	(b)	 	A party entitled to waive a Condition Precedent under this clause 3.2 may
do so in its absolute discretion.
	 
	 	(c)	 	If a waiver by a party of a Condition Precedent is itself conditional and
the other party accepts the condition, the terms of that condition apply
accordingly. If the other party does not accept a conditional waiver of the
Condition Precedent, the Condition Precedent has not been waived.
	 
	 	(d)	 	Unless specified in the waiver, a waiver of the breach or non-fulfilment
of any Condition Precedent will not constitute:






	 	(i)	 	a waiver of breach or non-fulfilment of any other Condition
Precedent resulting from events or circumstances giving rise to the breach or
non-fulfilment of the first Condition Precedent; or
	 
	 	(ii)	 	a waiver of breach or non-fulfilment of that Condition
Precedent resulting from any other event or circumstance.






	3.3	 	Parties must cooperate






	 	(a)	 	Each party must co-operate with the other and do all things reasonably
necessary to procure that the Conditions Precedent are fulfilled in a timely manner
and prior to the End Date.
	 
	 	(b)	 	Each party must use its best endeavours to procure that:






	 	(i)	 	each of the Conditions Precedent for which it is
responsible is satisfied as soon as practicable after the date of this
document, or continues to be satisfied at all times until the last time it is
to be satisfied (as the case may require), with a view to the Schemes
becoming Effective on or before the End Date; and
	 
	 	(ii)	 	there is no event or circumstance within the reasonable
control or influence of the Company or Peplin respectively that would prevent
the Conditions Precedent being satisfied.






	 	(c)	 	For the purposes of this clause 3.3, the Company and Peplin will be
jointly responsible for the Conditions Precedent.






	3.4	 	Notification of certain events
	 
	 	 	Each party must:






	 	(a)	 	keep the other promptly and reasonably informed of the steps it has taken
and of its progress towards satisfaction of the Conditions Precedent;
	 
	 	 	 	 





			
	 
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	 	(b)	 	promptly notify the other if it becomes aware that any Condition
Precedent has been satisfied;
	 
	 	(c)	 	promptly notify the other if it becomes aware that any Condition
Precedent has failed to be satisfied or has become incapable of being satisfied or
is not reasonably capable of being satisfied or of any circumstances which may
reasonably be expected to lead to such a state of affairs; and
	 
	 	(d)	 	after having given or received a notice in accordance with clause 3.4(c)
in relation to a Condition Precedent that it is entitled under clause 3.2 to waive,
give notice to the other party as soon as possible (and in any event no later than
five Business Days or such shorter time to ensure that notice is given before 5.00
pm on the day before the Second Court Date) as to whether or not it waives the
breach or non-fulfilment of the relevant Condition Precedent, specifying that
Condition Precedent.






	3.5	 	Certificate
	 
	 	 	Each of the parties must provide to the Court on the Second Court Date a
certificate confirming whether or not all the conditions precedent in this document have
been satisfied or waived.






	4	 	Restructure steps
	 
	4.1	 	Preliminary steps
	 
	 	 	On or before 8.00 am on the Second Court Date:






	 	(a)	 	the Company will make an offer to each Unlisted Optionholder to cancel
the Unlisted Options held by that person in accordance with clause 4.8(a);
	 
	 	(b)	 	the Company will seek a ruling from the Australian Taxation Office that
Australian resident Scheme Participants will receive capital gains tax rollover
relief in relation to the transfer of their Shares to Peplin and the cancellation of
their Options under the Schemes;
	 
	 	(c)	 	Peplin will adopt the Peplin Stock Option Plan; and
	 
	 	(d)	 	Peplin will file with the Secretary of State of the U.S. State of
Delaware the Amended and Restated Certificate of Incorporation, and adopt the
Amended and Restated By-laws.






	4.2	 	Share Scheme steps
	 
	 	 	On the Implementation Date, the following steps will occur under the Share Scheme
in the order set out below:






	 	(a)	 	all of the Shares held by the Share Scheme Participants will be
transferred to Peplin and, in consideration for and subject to this transfer, Peplin
will:






	 	(i)	 	in respect of Shares held by Eligible Share Scheme
Participants on the Record Date:
	 
	 	 	 	 





			
	 
	 	page 10






 









 






	 	(A)	 	issue to those Eligible Share Scheme
Participants who have not made an election in accordance with clause
4.4, one Share CDI for every one Share held by them as at the Record
Date;
	 
	 	(B)	 	issue to those Eligible Share Scheme
Participants who have made an election in accordance with clause 4.4,
one share of Peplin Common Stock for every 20 Shares held by them as
at the Record Date;






	 	(ii)	 	in respect of Shares held by Ineligible Foreign
Shareholders on the Record Date, issue to the Nominee for sale on behalf of
the Ineligible Foreign Shareholders under clause 4.6 one Share CDI for every
one Share held by them as at the Record Date.






	 	(b)	 	The Company will then register the transfers of the Shares to Peplin in
the Share Register.






	4.3	 	Option Scheme steps
	 
	 	 	On the Implementation Date, the following steps will occur under the Option Scheme
in the order set out below:






	 	(a)	 	in consideration for and subject to the Company cancelling the Options
and issuing the new options referred to in paragraph (b) below, Peplin will:






	 	(i)	 	in respect of the Options held by Eligible Option Scheme
Participants on the Record Date issue to those Eligible Option Scheme
Participants one Option CDI for every one Option held by them as at the
Record Date; and
	 
	 	(ii)	 	in respect of Options held by Ineligible Foreign
Optionholders on the Record Date, issue to the Nominee for sale on behalf of
the Ineligible Optionholders under clause 4.7 one Option CDI for every one
Option held by them as at the Record Date.






	 	(b)	 	The Company will then cancel all of the Options outstanding as at the
Record Date without the need for any further act by any Option Scheme Participant.






	4.4	 	Election






	 	(a)	 	The Information Memorandum must be accompanied by a form under which each
Eligible Share Scheme Participant may make an election to receive shares of Peplin
Common Stock rather than Share CDIs under the Share Scheme, by completing, signing
and returning the form by 5.00 pm on the Record Date (or such other date as agreed
by the parties in writing) to the Company’s share registry.
	 
	 	(b)	 	An election under paragraph (a) may only be made in respect of all and
not part of the Shares held by an Eligible Share Scheme Participant.
	 
	 	 	 	 





			
	 
	 	page 11






 









 







	 	(c)	 	If an Eligible Share Scheme Participant does not make an election in
accordance with paragraph (a), an Eligible Share Scheme Participant will receive
Share CDIs under the Share Scheme.






	4.5	 	Fractional entitlements
	 
	 	 	Fractional entitlements to the consideration offered under clause 4.2(a)(i)(B)
will be rounded up to the nearest whole number of shares of Peplin Common Stock after
aggregating all holdings of a Share Scheme Participant and, in each case, in a manner
which avoids manipulation of holdings, take advantage of the rounding up entitlement.
	 
	4.6	 	Ineligible Foreign Shareholders
	 
	 	 	If clause 4.2(a)(ii) applies, Peplin will procure that the Nominee:






	 	(a)	 	as soon as reasonably practicable sells, in a manner reasonably
determined by the Nominee, for the benefit of the Ineligible Foreign Shareholders
all the Share CDIs issued to the Nominee under clause 4.2(a)(ii);
	 
	 	(b)	 	accounts to each Ineligible Foreign Shareholder for the net proceeds of
sale of the Share CDIs issued to the Nominee in respect of that Ineligible Foreign
Shareholder’s entitlement under clause 4.2(a)(ii) (but calculated on an averaged
basis so that all Ineligible Foreign Shareholders receive the same price per Share
CDI (as the case may be), subject to rounding to the nearest whole cent) after
deduction of any applicable brokerage, taxes and charges, at the Ineligible Foreign
Shareholder’s risk in full satisfaction of the Ineligible Foreign Shareholder’s
rights under the Share Scheme; and
	 
	 	(c)	 	remits to the Ineligible Foreign Shareholder the net proceeds of sale in
respect of the Ineligible Foreign Shareholder’s entitlement under this clause 4.6,
such proceeds to be dispatched by mail to the Ineligible Foreign Shareholder’s
address as shown in the Share Register by cheque in Australian currency.






	4.7	 	Ineligible Foreign Optionholders
	 
	 	 	If clause 4.3(a)(ii) applies, Peplin will procure that the Nominee:






	 	(a)	 	as soon as reasonably practicable sells, in a manner reasonably
determined by the Nominee, for the benefit of the Ineligible Foreign Optionholders
all the Option CDIs issued to the Nominee under clause 4.3(a)(ii);
	 
	 	(b)	 	accounts to each Ineligible Foreign Optionholder for the net proceeds of
sale of the Option CDIs issued to the Nominee in respect of that Ineligible Foreign
Optionholder’s entitlement under clause 4.3(a)(ii) above (but calculated on an
averaged basis so that all Ineligible Foreign Optionholders receive the same price
per Option CDI (as the case may be), subject to rounding to the nearest whole cent)
after deduction of any applicable brokerage, taxes and charges, at the Ineligible
Foreign
	 
	 	 	 	 





			
	 
	 	page 12






 









 







	 	 	 	Optionholder’s risk in full satisfaction of the Ineligible Foreign Optionholder’s
rights under the Option Scheme; and
	 
	 	(c)	 	remits to the Ineligible Foreign Optionholder the net proceeds of sale in
respect of the Ineligible Foreign Optionholder’s entitlement under this clause 4.7,
such proceeds to be dispatched by mail to the Ineligible Foreign Optionholder’s
address as shown in the Option Register by cheque in Australian currency.






	4.8	 	Unlisted Options






	 	(a)	 	On or before 8.00 am on the Second Court Date, the Company will make an offer
to each Unlisted Optionholder to cancel the Unlisted Options held by that person.
In consideration for and subject to that cancellation, Peplin will grant to each
Unlisted Optionholder one Peplin Employee Stock Option under the Peplin Stock Option
Plan for every 20 Unlisted Options held by them as at the Implementation Date
(rounded up to the nearest whole number of Peplin Employee Stock Options if
necessary) on the terms set out in paragraph (c) below.
	 
	 	(b)	 	The offers made under clause 4.8(a) must be conditional on:






	 	(i)	 	the Share Scheme becoming Effective; and
	 
	 	(ii)	 	ASX granting a waiver of any requirements under ASX Listing
Rule 6.23 to obtain the approval of Shareholders to the cancellation of the
Unlisted Options on or before the Implementation Date.






	 	(c)	 	Each Peplin Employee Stock Option will:






	 	(i)	 	have an Exercise Price (per option) equal to 20 times the
Exercise Price (per option) of the Unlisted Options it replaces;
	 
	 	(ii)	 	have an exercise period equal to the unexpired exercise
period of the Unlisted Options it replaces;
	 
	 	(iii)	 	be vested to the same extent and have the same terms
including the vesting schedules as the Unlisted Options it replaces; and
	 
	 	(iv)	 	otherwise be issued on the terms of the Peplin Stock Option
Plan.






	4.9	 	General provisions






	 	(a)	 	The obligations of Peplin to issue Peplin Common Stock, Peplin Stock Options
and Peplin Employee Stock Options under this document will be satisfied by Peplin on
the Implementation Date, procuring the entry in the registers maintained by Peplin
of holders of Peplin Common Stock, Peplin Stock Options and Peplin Employee Stock
Options of each person who is to receive Peplin Common Stock, Peplin Stock Options
and/or Peplin Employee Stock Options.
	 
	 	(b)	 	After the satisfaction of the obligations of Peplin in clause 4.9(a), and
within five Business Days after the Implementation Date, Peplin will:
	 
	 	 	 	 





			
	 
	 	page 13






 









 







	 	(i)	 	issue holding statements, certificates or transmittal
letters (as the case may be) for such Peplin Common Stock, Peplin Stock
Options and/or Peplin Employee Stock Options in the name of such persons; and
	 
	 	(ii)	 	procure the dispatch of such holding statements,
certificates or transmittal letters to the address as shown in the registers
for such persons.






	 	(c)	 	The obligations of Peplin to issue Share CDIs and Option CDIs under
clause 4.2(a) and clause 4.3(a) respectively, of this document will be satisfied by
Peplin:






	 	(i)	 	on the Implementation Date, procuring the entry in the
register maintained by Peplin of holders of Peplin Common Stock of the
Depositary as depositary to hold the Peplin Common Stock underlying those
Share CDIs; and
	 
	 	(ii)	 	on the Implementation Date, procuring the entry in the
register maintained by Peplin of holders of Peplin Stock Options of the
Depositary as depositary to hold the Peplin Stock Options underlying those
Option CDls.






	 	(d)	 	After the satisfaction of the obligations of Peplin in clause 4.9(c), and
within five Business Days after the Implementation Date, Peplin will:






	 	(i)	 	issue holding statements or transmittal letters (as the
case may be) for such Peplin Common Stock and/or Peplin Stock Options in the
name of the Depositary, and procure the dispatch of such holding statements
or transmittal letters to the Depositary;
	 
	 	(ii)	 	record in the CDI Register each person who is to receive
Share CDls and/or Option CDIs under clause 4.2(a) and clause 4.3(a); and
	 
	 	(iii)	 	dispatch to each person who is to receive Share CDIs
and/or Option CDIs under clause 4.2(a) and clause 4.3(a) a holding statement
in the name of that person representing the number of Share CDIs and/or
Option CDIs to be issued to that person.






	5	 	Implementation of the Restructure
	 
	5.1	 	Mutual obligations
	 
	 	 	The parties must cooperate with each other, and provide all assistance as
reasonably requested, including the provision and collection of information, and
attending any meetings, which a party reasonably requires in connection with the
preparation of all documents, and the seeking of all Required Consents and other
approvals, required in connection with the Restructure.
	 
	5.2	 	Obligations of the Company
	 
	 	 	To the extent it has not already done so prior to execution of this document, the
Company must take all necessary steps to propose and implement the
	 
	 	 	 





			
	 
	 	page 14






 









 







	 	 	Schemes as soon as is reasonably practicable, including without limitation taking each of
the following steps:






	 	(a)	 	(Court direction): apply to the Court for orders under section 411(1) of
the Corporations Act directing the Company to convene the Scheme Meetings;
	 
	 	(b)	 	(Section 411(17)(b) statement): apply to ASIC for the production of a
statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC
has no objection to the Schemes;
	 
	 	(c)	 	(Information Memorandum): promptly prepare and dispatch the Information
Memorandum to Shareholders, Optionholders and Unlisted Optionholders, incorporating
the Independent Expert’s Report (and, in this regard, the Company must act in good
faith to attempt to ensure that the Information Memorandum complies with the
requirements of the Corporations Act, the Corporations Regulations and ASIC
Regulatory Guides No. 60 and 142);
	 
	 	(d)	 	(Scheme Meetings): promptly convene the Scheme Meetings in accordance
with the Court order referred to in clause 5.1(a), provided that if this document is
terminated under clause 7, it will take all steps reasonably required to ensure the
Scheme Meetings are not held;
	 
	 	(e)	 	(Court approval): as soon as practicable after Shareholders and
Optionholders have approved the Schemes at the Scheme Meetings, apply to the Court
for the Implementation Orders;
	 
	 	(f)	 	(Lodge copy of Court orders): lodge with ASIC an office copy of the
Implementation Orders;
	 
	 	(g)	 	(Transfer of Shares): register and process the transfer of Shares
referred to in clauses 4.2(a) on the Implementation Date; and
	 
	 	(h)	 	(Cancellation of Options and Unlisted Options): register and process the
cancellation of the Options and Unlisted Options on the Implementation Date.






	5.3	 	Obligations of Peplin
	 
	 	 	To the extent it has not already done so prior to execution of this document,
Peplin must take all necessary steps to assist the Company to propose and implement the
Schemes as soon as is reasonably practicable including, without limitation, taking each
of the following steps:






	 	(a)	 	(Peplin Information): promptly provide to the Company for inclusion in
the Information Memorandum such information regarding Peplin as the Company
reasonably requires to prepare and issue the Information Memorandum (including
consent to the form and context in which that information appears in the Information
Memorandum);
	 
	 	(b)	 	(Independent Expert Information): provide any assistance or information
reasonably requested by the Company or by the independent expert in connection with
the preparation of the
	 
	 	 	 	 





			
	 
	 	page 15






 









 







	 	 	 	Independent Expert’s Report to be sent together with the Information Memorandum;
	 
	 	(c)	 	(Supplementary Information): promptly provide to the Company such
information as may arise after the Information Memorandum has been prepared which
may be necessary to ensure that the Information Memorandum, in relation to the
information contained in it provided by Peplin, does not contain any material
statement which is false or misleading or contain any material omission;
	 
	 	(d)	 	(Deed Polls): prior to the dispatch of the Information Memorandum, enter
into the Deed Polls to which it is a party;
	 
	 	(e)	 	(Issue of CDIs): do all things necessary under the ASTC Settlement Rules
to enable the Share CDls and Option CDIs to be issued; and
	 
	 	(f)	 	(Issue of Peplin securities): do all things necessary to enable the
Peplin Common Stock, the Peplin Stock Options and Peplin Employee Stock Options to
be issued.






	6	 	Public announcements
	 
	 	 	Each party will, subject to law and applicable ASX Listing Rules, use its
reasonable endeavours to consult and agree the form of any other public announcement by
it or any of its related bodies corporate in connection with the Restructure.
	 
	7	 	Termination
	 
	7.1	 	Termination prior to Second Court Date
	 
	 	 	Without limiting any other provision of this document, this document may be
terminated at any time prior to the Second Court Date:






	 	(a)	 	(Peplin Breach): by the Company, if Peplin is in material breach of this
document, taken in the context of the Restructure as a whole, provided that the
Company has given notice to Peplin setting out the relevant circumstances and
stating an intention to terminate and the relevant circumstances have continued to
exist for five Business Days (or any shorter period ending prior to the commencement
of the hearing of the application to the Court to approve the Schemes on the Second
Court Date) from the time such notice is given;
	 
	 	(b)	 	(Company Breach): by Peplin, if the Company is in material breach of
this document, taken in the context of the Restructure as a whole, provided that
Peplin (as the case may be) has given notice to the Company setting out the relevant
circumstances and stating an intention to terminate and the relevant circumstances
have continued to exist for five Business Days (or any shorter period ending prior
to the commencement of the hearing of the application to the Court to approve
	 
	 	 	 	 





			
	 
	 	page 16






 









 







	 	 	 	the Schemes on the Second Court Date) from the time such notice is given;
	 
	 	(c)	 	(Directors’ Recommendation): by any party if the Board of the Company
withdraws its recommendation in favour of the Restructure;
	 
	 	(d)	 	(Failure of Condition Precedent): by any party if any Condition
Precedent is not satisfied or waived in accordance with clause 3.2;
	 
	 	(e)	 	(Order): by any party if a Court or other Governmental Agency has issued
a final and non-appealable order, decree or ruling or taken other action which
permanently restrains or prohibits the Restructure; and
	 
	 	(f)	 	(Court Decision): by any party if the Court refuses to make any order
convening the Scheme Meetings and the parties are advised by its legal advisors that
an appeal against that decision would have either no reasonable prospect of success
or a low probability of success.






	7.2	 	Other termination rights
	 
	 	 	Without limiting any other provision of this document, this document may be
terminated at any time by any party if:






	 	(a)	 	the End Date has passed without the Schemes becoming Effective; or
	 
	 	(b)	 	the Court refuses to make the Implementation Orders and that party is
advised by its legal advisors that an appeal against that decision would have no
reasonable prospect of success.






	7.3	 	Method of termination
	 
	 	 	Where a party has the right to terminate this document under clause 7.1 or 7.2,
that right for all purposes will be validly exercised if that party gives a notice in
writing to the other parties stating to the other parties that it terminates this
document.
	 
	7.4	 	Automatic termination
	 
	 	 	Without limiting any other provision of this document, this document will
terminate automatically, without the action of any party, if the resolution put to the
Share Scheme Meeting to approve the Share Scheme is not approved by the requisite
majorities of Shareholders under the Corporations Act.
	 
	7.5	 	Effect of termination
	 
	 	 	If this document is terminated, whether pursuant to clauses 7.1, 7.2 or 7.4, it
will become void and have no effect, other than in respect of any liability for an
antecedent breach of this document and provided that this clause and clauses 1 and 10
survive termination.
	 
	 	 	 





			
	 
	 	page 17






 









 







	8	 	Notices
	 
	8.1	 	General
	 
	 	 	A notice, demand, certification, process or other communication relating to this
document must be in writing in English and may be given by an agent of the sender.
	 
	8.2	 	How to give a communication
	 
	 	 	In addition to any other lawful means, a communication may be given by being:






	 	(a)	 	personally delivered;
	 
	 	(b)	 	left at the party’s current address for notices;
	 
	 	(c)	 	sent to the party’s current address for notices by pre-paid ordinary mail
or, if the address is outside Australia, by pre-paid airmail; or
	 
	 	(d)	 	sent by fax to the party’s current fax number for notices.






	8.3	 	Particulars for delivery of notices






	 	(a)	 	The particulars for delivery of notices are initially:





	 	 	 	 	 	 	 
	 

	 	Company	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 	 	Level 2, 1 Breakfast Creek Road, Newstead,
	 

	 	 	 	 	 	Qld 4006
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	 	 	+61 7 3237 2152
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	 	 	Company Secretary
	 
	 	 	 	 	 	 
	 

	 	Peplin	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	 	 	c/o- Peplin Limited
	 

	 	 	 	 	 	6475 Christie Avenue
	 

	 	 	 	 	 	Emeryville, CA 94608
	 

	 	 	 	 	 	United States
	 
	 	 	 	 	 	 
	 

	 	Fax:
	 	 	 	+1 510 653 9704
	 
	 	 	 	 	 	 
	 

	 	Attention:
	 	 	 	David Smith







	 	(b)	 	Each party may change its particulars for delivery of notices by notice
to each other party.






	8.4	 	Communications by post
	 
	 	 	Subject to clause 8.6, a communication is given if posted:






	 	(a)	 	within Australia to an Australian address, three Business Days after
posting; or
	 
	 	(b)	 	in any other case, ten Business Days after posting.






	8.5	 	Communications by fax
	 
	 	 	Subject to clause 8.6, a communication is given if sent by fax, when the sender’s
fax machine produces a report that the fax was sent in full to the
	 
	 	 	 





			
	 
	 	page 18






 









 







	addressee.	 	That report is conclusive evidence that the addressee received the fax in
full at the time indicated on that report.






	8.6	 	After hours communications
	 
	 	 	If a communication is given:






	 	(a)	 	after 5.00 pm in the place of receipt; or
	 
	 	(b)	 	on a day which is a Saturday, Sunday or bank or public holiday in the
place of receipt,






	 	 	it is taken as having been given at 9.00 am on the next day which is not a Saturday,
Sunday or bank or public holiday in that place.
	 
	8.7	 	Process service
	 
	 	 	Any process or other document relating to litigation, administrative or arbitral
proceedings relating to this document may be served by any method contemplated by this
clause 8 or in accordance with any applicable law.
	 
	9	 	GST






	 	(a)	 	In this clause 9:






	 	(i)	 	words and expressions which are not defined in this
contract but which have a defined meaning in GST Law have the same meaning as
in the GST Law; and
	 
	 	(ii)	 	GST Law has the meaning given to that expression in the A
New Tax System (Goods and Services Tax) Act 1999.






	 	(b)	 	Unless otherwise expressly stated, all prices or other sums payable or
consideration to be provided under this contract are exclusive of GST.
	 
	 	(c)	 	If GST is payable by a supplier or by the representative member for a GST
group of which the supplier is a member, on any supply made under or in relation to
this contract, the recipient will pay to the supplier an amount equal to the GST
payable on the supply.
	 
	 	(d)	 	The recipient will pay the amount referred to in paragraph (c) in
addition to and at the same time that the consideration for the supply is to be
provided under this contract.
	 
	 	(e)	 	The supplier must deliver a tax invoice or an adjustment note to the
recipient before the supplier is entitled to payment of an amount under paragraph
(c). The recipient can withhold payment of the amount until the supplier provides a
tax invoice or an adjustment note, as appropriate.
	 
	 	(f)	 	If an adjustment event arises in respect of a taxable supply made by a
supplier under this contract, the amount payable by the recipient under paragraph
(c) will be recalculated to reflect the adjustment event and a payment will be made
by the recipient to the supplier or by the supplier to the recipient as the case
requires.
	 
	 	 	 	 





			
	 
	 	page 19






 









 







	 	(g)	 	Where a party is required under this contract to pay or reimburse an
expense or outgoing of another party, the amount to be paid or reimbursed by the
first party will be the sum of:






	 	(i)	 	the amount of the expense or outgoing less any input tax
credits in respect of the expense or outgoing to which the other party, or to
which the representative member for a GST group of which the other party is a
member, is entitled; and
	 
	 	(ii)	 	if the payment or reimbursement is subject to GST, an
amount equal to that GST.






	10	 	General
	 
	10.1	 	Duty






	 	(a)	 	Peplin as between the parties is liable for and must pay all duty (including
any fine or penalty except where it arises from default by the other party) on or
relating to this document, any document executed under it or any dutiable
transaction evidenced or effected by it.
	 
	 	(b)	 	If a party other than Peplin pays any duty (including any fine or
penalty) on or relating to this document, any document executed under it or any
dutiable transaction evidenced or effected by it, Peplin must pay that amount to the
paying party on demand.






	10.2	 	Legal costs
	 
	 	 	Except as expressly stated otherwise in this document, the Company will pay the
legal and other costs and expenses of negotiating, preparing, executing and performing
the parties’ respective obligations under this document.
	 
	10.3	 	Amendment
	 
	 	 	This document may only be varied or replaced by a document executed by the
parties.
	 
	10.4	 	Waiver and exercise of rights






	 	(a)	 	A single or partial exercise or waiver by a party of a right relating to this
document does not prevent any other exercise of that right or the exercise of any
other right.
	 
	 	(b)	 	A party is not liable for any loss, cost or expense of any other party
caused or contributed to by the waiver, exercise, attempted exercise, failure to
exercise or delay in the exercise of a right.






	10.5	 	Rights cumulative
	 
	 	 	Except as expressly stated otherwise in this document, the rights of a party under
this document are cumulative and are in addition to any other rights of that party.
	 
	 	 	 





			
	 
	 	page 20






 









 







	10.6	 	Consents
	 
	 	 	Any consent referred to in, or required under, this document from any party may
not be unreasonably withheld, unless this document expressly provides for that consent to
be given in that party’s absolute discretion.
	 
	10.7	 	Further steps
	 
	 	 	Each party must promptly do whatever any other party reasonably requires of it to
give effect to this document and to perform its obligations under it.
	 
	10.8	 	Governing law and jurisdiction






	 	(a)	 	This document is governed by and is to be construed in accordance with the
laws applicable in New South Wales.
	 
	 	(b)	 	Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales and any courts which have jurisdiction
to hear appeals from any of those courts and waives any right to object to any
proceedings being brought in those courts.






	10.9	 	Assignment






	 	(a)	 	A party must not assign or deal with any right under this document without the
prior written consent of the other parties.
	 
	 	(b)	 	Any purported dealing in breach of this clause is of no effect.






	10.10	 	Liability
	 
	 	 	An obligation of two or more persons binds them separately and together.
	 
	10.11	 	Counterparts
	 
	 	 	This document may consist of a number of counterparts and, if so, the counterparts
taken together constitute one document.
	 
	10.12	 	Entire understanding






	 	(a)	 	This document contains the entire understanding between the parties as to the
subject matter of this document.
	 
	 	(b)	 	All previous negotiations, understandings, representations, warranties,
memoranda or commitments concerning the subject matter of this document are merged
in and superseded by this document and are of no effect. No party is liable to any
other party in respect of those matters.
	 
	 	(c)	 	No oral explanation or information provided by any party to another:






	 	(i)	 	affects the meaning or interpretation of this document; or
	 
	 	(ii)	 	constitutes any collateral agreement, warranty or
understanding between any of the parties.






	10.13	 	No Merger
	 
	 	 	The rights and obligations of the parties under this document will not merge on
completion of any transaction under this document. They will survive the
	 
	 	 	 





			
	 
	 	page 21






 









 







	 	 	execution and delivery of any assignment or other document entered into for the purpose
of implementing any transaction.
	 
	 	 	 





			
	 
	 	page 22






 









 





	 	 	 	 	 	 	 	 	 
	Executed as an agreement.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed by Peplin Limited

	 	 	)	 	 	 	 	 
	/s/
David Smith
	 	 	 	 	 	/s/ Cherrell Hirst	 	 
	 

Company Secretary/Director

	 	 	 	 	 	 

Director
	 	 
	David
Smith
	 	 	 	 	 	Cherrell Hirst	 	 
	 

Name of Company Secretary/Director (print)

	 	 	 	 	 	 

Name of Director (print)
	 	 
	 
	 	 	 	 	 	 	 	 
	Executed on behalf of Peplin, Inc. by an authorised
officer or attorney in the presence of:

	 	 	)

)

)	 	 	 	 	 
	/s/ James Rozsa
	 	 	 	 	 	/s/ Michael Aldridge	 	 
	 

Witness

	 	 	 	 	 	 

Officer/Attorney
	 	 
	James
Rozsa
	 	 	 	 	 	Michael Aldridge	 	 
	 

Name of Witness (print)

	 	 	 	 	 	 

Name of Officer/Attorney (print)
	 	 






			
	 
	 
	 	page 23






 









 






Annexure 1




Share Scheme




			
	 
	 
	 	page 24







 









 






Peplin Limited

Each Share Scheme Participant




Share Scheme

pursuant to section 411 of the Corporations Act


 









 






	 	 	 	Date
	 
	 	 	 	Parties
	 
	 	 	 	Peplin Limited ABN 55 090 819 275 of Level 2, 1 Breakfast Creek Road, Newstead, Qld 4006
(Company)
	 
	 	 	 	Each Share Scheme Participant
	 
	 	 	 	Background
	 
	 	A	 	The Company is a public company registered in Queensland and is a company limited by shares.
	 
	 	B	 	As at the date of the Information Memorandum, 184,591,662 Shares were on issue.
	 
	 	C	 	Peplin is a company incorporated under the laws of Delaware, United States.
	 
	 	D	 	The Company and Peplin have entered into the Implementation Agreement which sets out the terms on which the parties have
agreed to implement this Share Scheme.
	 
	 	E	 	Peplin has entered into the Deed Poll for the purpose of covenanting in favour of Share Scheme Participants to perform
their obligations under this Share Scheme and the Implementation Agreement.
	 
	 	 	 	Agreed terms
	 
	 	1	 	Interpretation
	 
	 	1.1	 	Definitions
	 
	 	 	 	In this document:
	 
	 	 	 	CHESS means the clearing house electronic sub-register system of share transfers operated
by ASX Settlement and Transfer Corporation Pty Limited.
	 
	 	 	 	Effective Date means the date on which this Share Scheme becomes Effective.
	 
	 	 	 	Implementation Agreement means the Restructure Implementation Agreement dated 8 August
2007 between the Company and Peplin relating to the implementation of the Schemes and
related transactions.





 









 






	 	 	 	Marketable Parcel has the meaning given to that term in the ASX Market Rules.
	 
	 	 	 	Peplin means Peplin, Inc, a company incorporated in Delaware, United States.
	 
	 	 	 	Restated Certificate of Incorporation and By-Laws means the constituent documents of
Peplin.
	 
	 	 	 	Tax File Number means the tax file number issued to a person by the Australian Taxation
Office or, in the case of non-Australian residents, a number or identification issued for
taxation purposes by the equivalent governmental agency of that resident’s country.
	 
	 	1.2	 	Further definitions and construction
	 
	 	 	 	Unless the context requires otherwise, clauses 1.1 and 1.2 of the Implementation
Agreement apply as if set out in full.
	 
	 	2	 	Conditions
	 
	 	2.1	 	Conditions precedent
	 
	 	 	 	This Share Scheme is conditional on each of the following conditions precedent:






	 	(a)	 	all of the conditions set out in clause 3.1 of the Implementation
Agreement, have been satisfied or waived in accordance with the terms of the
Implementation Agreement before 8.00 am on the Second Court Date;
	 
	 	(b)	 	as at the Second Court Date, neither the Implementation Agreement nor the
Deed Poll have been terminated;
	 
	 	(c)	 	the Share Scheme has been approved in accordance with section 411 of the
Corporations Act at the Scheme Meetings; and
	 
	 	(d)	 	the Share Scheme has been approved by the Court pursuant to
section 411(4)(b) of the Corporations Act by the End Date.






	 	2.2	 	Satisfaction of Conditions
	 
	 	 	 	The Company and Share Scheme Participants will not have any rights or obligations under
clause 4 of this document unless and until the conditions precedent in clause 2.1 are
satisfied.
	 
	 	3	 	Lodgement
	 
	 	 	 	On or before the fourth Business Day following approval of the Share Scheme by the Court
in accordance with section 411(4)(b) of the Corporations Act, the Company will lodge with
ASIC an office copy of the Court order under section 411(10) of the Corporations Act
approving this Share Scheme. The Court order is taken to have effect on and from the
time and date specified in that order.





 page 2









 






	 	4	 	Implementation
	 
	 	4.1	 	Share Scheme steps
	 
	 	 	 	Subject to the conditions precedent in clause 2.1 being satisfied, on the Implementation
Date, the Company will:






	 	(a)	 	procure Peplin to:






	 	(i)	 	in respect of Shares held by Eligible Share Scheme
Participants on the Record Date:






	 	(A)	 	issue to those Eligible Share Scheme
Participants who have not made an election in accordance with
clause 4.2, one Share CDI for every one Share held by them as at the
Record Date; and
	 
	 	(B)	 	issue to those Eligible Share Scheme
Participants who have made an election in accordance with clause 4.2,
one share of Peplin Common Stock for every 20 Shares held by them as
at the Record Date;






	 	(ii)	 	in respect of Shares held by Ineligible Foreign
Shareholders on the Record Date, issue to the Nominee for sale on behalf of
the Ineligible Foreign Shareholders under clause 4.4 one Share CDI for every
one Share held by them as at the Record Date;
	 
	 	(iii)	 	undertake to each Share Scheme Participant that any
fractional entitlements resulting from paragraph (a)(i)(B) will be dealt with
in accordance with clause 4.3 below,






	 	 	 	and each Share Scheme Participant agrees in favour of the Company that they will
accept such shares and CHESS Depositary Interests;
	 
	 	(b)	 	either effect a valid transfer or transfers of the Shares held by the
Scheme Participants to Peplin under section 1074D of the Corporations Act or deliver
to Peplin duly completed and executed share transfer forms (or a master transfer
form) in accordance with section 1071B of the Corporations Act and Peplin will
execute and deliver those share transfer form(s) to the Company; and
	 
	 	(c)	 	enforce the provisions of the Implementation Agreement for the benefit of
Share Scheme Participants, including the obligations of Peplin to issue Peplin
Common Stock or procure the issue of CHESS Depositary Interests representing an
interest in Peplin Common Stock.






	 	4.2	 	Election






	 	(a)	 	Each Eligible Share Scheme Participant may make an election to receive
shares of Peplin Common Stock rather than Share CDIs under the Share Scheme by
completing, signing and returning the relevant form contained in the Information
Memorandum by 5.00pm on the Record Date (or such other date as agreed by the parties
in writing) to the Company’s share registry.





 page 3









 






	 	(b)	 	An election under paragraph (a) may only be made in respect of all and
not part of the Shares held by an Eligible Share Scheme Participant.
	 
	 	(c)	 	If an Eligible Share Scheme Participant does not make an election in
accordance with paragraph (a), an Eligible Share Scheme Participant will receive
Share CDIs under the Share Scheme.






	 	4.3	 	Fractional entitlements
	 
	 	 	 	Fractional entitlements to the consideration offered under clause 4.1(a)(i)(B) will be
rounded up to nearest whole number of shares of Peplin Common Stock, after aggregating
all holdings of a Share Scheme Participant.
	 
	 	4.4	 	Ineligible Foreign Shareholders
	 
	 	 	 	If clause 4.1(a)(ii) applies, Peplin will procure that the Nominee:






	 	(a)	 	as soon as reasonably practicable sells, in a manner reasonably
determined by the Nominee, for the benefit of the Ineligible Foreign Shareholders
all the Share CDIs issued to the Nominee under clause 4.1(a)(ii);
	 
	 	(b)	 	accounts to each Ineligible Foreign Shareholder for the net proceeds of
sale of the Share CDIs issued to the Nominee in respect of that Ineligible Foreign
Shareholder’s entitlement under clause 4.1(a)(ii) (but calculated on an averaged
basis so that all Ineligible Foreign Shareholders receive the same price per Share
CDI (as the case may be), subject to rounding to the nearest whole cent) after
deduction of any applicable brokerage, taxes and charges, at the Ineligible Foreign
Shareholder’s risk in full satisfaction of the Ineligible Foreign Shareholder’s
rights under the Share Scheme; and
	 
	 	(c)	 	remits to the Ineligible Foreign Shareholder the net proceeds of sale in
respect of the Ineligible Foreign Shareholder’s entitlement under this clause 4.4,
such proceeds to be dispatched by mail to the Ineligible Foreign Shareholder’s
address as shown in the Share Register by cheque in Australian currency.






	 	4.5	 	Joint holders
	 
	 	 	 	In the case of Shares held by Share Scheme Participants on the Record Date in joint
names:






	 	(a)	 	any cheque required to be paid in respect of the relevant shares will be
payable to the joint holders and will be forwarded to the holder whose name appears
first in the Share Register on the Record Date; and
	 
	 	(b)	 	any holding statements or transmittal letters for Peplin Common Stock, or
CHESS Depositary Interests, which are to be issued in respect of the relevant Shares
will be issued in the names of the joint holders and forwarded to the holder whose
name appears first in the Share Register on the Record Date.





 page 4









 






	 	5	 	Dealings in Shares






	 	(a)	 	For the purpose of establishing who are Share Scheme Participants,
dealings in Shares will only be recognised if:






	 	(i)	 	in the case of dealings of the type to be affected using
CHESS, the transferee is registered in the Share Register as the holder of
the relevant the Shares (as the case may be) by 10.00 pm on the Record Date;
and
	 
	 	(ii)	 	in all other cases, if registrable transmission
applications or transfers in respect of those dealings are received on or
before 10.00 pm on the Record Date at the place where the Share Register is
kept.






	 	(b)	 	The Company must register registrable transmission applications or
transfers of the type referred to in paragraph (a)(ii), provided that nothing in
this paragraph requires the Company to register a transfer that would result in a
Shareholder holding a parcel of Shares that is less than a Marketable Parcel.
	 
	 	(c)	 	The Company will not accept for registration or recognise for any purpose
any transmission application or transfer in respect of Shares received after 10.00
pm on the Record Date.
	 
	 	(d)	 	For the purpose of determining entitlements to the consideration to be
provided under this Share Scheme, the Company will, until that consideration has
been provided, maintain the Share Register in accordance with the foregoing
provisions of this clause 5 and the Share Register in this form will solely
determine entitlements to that consideration.
	 
	 	(e)	 	The Company must procure that on the Record Date, details of the names,
registered addresses and holdings of Shares of every Share Scheme Participant as
shown in the Share Register at the Record Date are available to Peplin in such form
as Peplin may reasonably require.
	 
	 	(f)	 	Subject to implementation occurring under this Share Scheme, as from
10.00 pm on the Record Date, all share certificates and holding statements for the
Shares held at 10.00 pm on the Record Date will cease to have effect as documents of
title, and each entry currently on the Share Register at that time in respect of
Shares will cease to have any effect other than as evidence of entitlement to the
consideration required to be provided under this Share Scheme.






	 	6	 	General provisions
	 
	 	6.1	 	Alterations and conditions
	 
	 	 	 	If the Court proposes to approve this Share Scheme subject to any alterations or
conditions, the Company may by its legal counsel consent on behalf of all persons
concerned to those alterations or conditions to which Peplin has consented.





 page 5









 






	 	6.2	 	Warranties by Share Scheme Participants
	 
	 	 	 	Each Share Scheme Participant is deemed to have warranted to Peplin that:






	 	(a)	 	all their Shares (including any rights and entitlements attaching to
those shares) transferred to Peplin under the Scheme will, on the Implementation
Date, be fully paid and free from all mortgages, charges, liens, encumbrances,
pledges, security interests and other interests of third parties of any kind,
whether legal or otherwise, and restrictions on transfer of any kind, whether legal
or otherwise; and
	 
	 	(b)	 	they have full power and capacity to sell and to transfer their shares
(including any rights and entitlements attaching to those shares) to Peplin under
the Share Scheme.






	 	6.3	 	Covenants by Share Scheme Participants






	 	(a)	 	Each Share Scheme Participants:






	 	(i)	 	consents to the Company doing all things necessary or
incidental to the implementation of this Share Scheme; and
	 
	 	(ii)	 	agrees to be bound by the terms of the Restated Certificate
of Incorporation and By-Laws in respect of Peplin Common Stock and/or Share
CDIs issued to them pursuant to this Share Scheme.






	 	(b)	 	Each Share Scheme Participant, without the need for any further act,
irrevocably appoints the Company and all of its directors and officers (jointly and
severally) as its attorney and agent for the purpose of executing any document
necessary to give effect to the Share Scheme.






	 	6.4	 	Registration of Common Stock and Share CDIs






	 	(a)	 	The obligations of the Company to procure Peplin to issue Peplin Common
Stock under clause 4 of this document will be satisfied by Peplin, on the
Implementation Date, procuring the entry in the registers maintained by Peplin of
holders of Peplin Common Stock each person who is to receive Peplin Common Stock
under those provisions.
	 
	 	(b)	 	After the satisfaction of the obligations of the Company in paragraph (a)
above, and within 5 Business Days after the Implementation Date, the Company will
procure Peplin to also issue holding statements or transmittal letters (as the case
may be) for such Peplin Common Stock in the name of such persons, and procure the
dispatch of such holding statements or transmittal letters to the address as shown
in the Share Register for such persons.
	 
	 	(c)	 	The obligations of the Company to procure Peplin to issue Share CDIs
under clause 4 of this Share Scheme will be satisfied by Peplin on the
Implementation Date, procuring the entry in the register maintained by Peplin of
holders of Peplin Common Stock of the Depositary as depositary to hold the Peplin
Common Stock underlying those Share CDIs.





 page 6









 






	 	(d)	 	After the satisfaction of the obligations of the Company in paragraph (c)
above, within 5 Business Day after the Implementation Date, the Company will procure
Peplin to:






	 	(i)	 	issue holding statements or transmittal letters (as the
case may be) for such Peplin Common Stock in the name of the Depositary, and
procure the dispatch of such holding statements or transmittal letters to the
Depositary;
	 
	 	(ii)	 	record in the CDI Register each person who is to receive
Share CDls under clause 4; and
	 
	 	(iii)	 	dispatch to each person who is to receive Share CDIs under
clause 4 a holding statement in the name of that person representing the
number of Share CDIs to be issued to that person.






	 	6.5	 	Communications






	 	(a)	 	Where a notice, transfer, transmission application, direction or other
communication referred to in this document is sent by post to the Company, it will
not be deemed to be received in the ordinary course of post or on a date other than
the date (if any) on which it is actually received at the Company’s registered
office or at its Share Registry.
	 
	 	(b)	 	The Company may, acting in good faith but otherwise in its sole
discretion, treat as valid or invalid any form and/or method of execution of notice
from a Share Scheme Participant who is registered in the Share Register as at the
Record Date with an address in Australia, New Zealand or the United States of
America requesting Peplin Common Stock under the Share Scheme rather than CHESS
Depositary Interests (or any notice of revocation of such request).
	 
	 	(c)	 	Except for a Share Scheme Participant’s Tax File Number, any instruction
or notification between a Share Scheme Participant and the Company relating to
Shares at the Record Date (including, any instruction relating to payment of
dividends or to communications from the Company) will from the Implementation Date
be deemed to be a similar instruction or notification to Peplin (except where the
performance of such instruction or notification by Peplin would not be permitted
under applicable law) in respect of Peplin Common Stock (or, in the case of Eligible
Share Scheme Participants who have not made an election under clause 4.2, Share
CDls) issued to the Share Scheme Participant until that instruction or notification
is revoked or amended in writing and addressed to Peplin.






	 	6.6	 	Further assurances
	 
	 	 	 	The Company will execute all documents and do all acts and things necessary for the
implementation and performance of its obligations under the Share Scheme.





 page 7









 






	 	6.7	 	Governing law
	 
	 	 	 	The proper law of this document is the law of the State of New South Wales.






 page 8











 








Annexure 2




Option Scheme




	 		
	 
	 	page 25








 









 




Peplin Limited



Each Option Scheme Participant




Option Scheme

pursuant to section 411 of the Corporations Act


 









 






	 	 	Date
	 
	 	 	Parties
	 
	 	 	Peplin Limited ABN 55 090 819 275 of Level 2, 1 Breakfast Creek Road, Newstead, Qld 4006
(Company)
	 
	 	 	Each Option Scheme Participant
	 
	 	 	Background
	 
	A	 	The Company is a public company registered in Queensland and is a company limited by shares.
	 
	B	 	As at the date of the Information Memorandum, 17,118,960 Options were on issue.
	 
	C	 	Peplin is a company incorporated under the laws of Delaware, United States.
	 
	D	 	The Company and Peplin have entered into the Implementation Agreement which sets out the terms on which the parties have
agreed to implement this Option Scheme.
	 
	E	 	Peplin has entered into the Deed Poll for the purpose of covenanting in favour of Option Scheme Participants to perform
their obligations under this Option Scheme and the Implementation Agreement.
	 
	 	 	Agreed terms
	 
	1	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this document:
	 
	 	 	CHESS means the clearing house electronic sub-register system of share transfers operated
by ASX Settlement and Transfer Corporation Pty Limited.
	 
	 	 	Effective Date means the date on which this Share Scheme becomes Effective.
	 
	 	 	Implementation Agreement means the Restructure Implementation Agreement dated 8 August
2007 between the Company and Peplin relating to the implementation of the Schemes and
related transactions.




 









 












	 	 	Marketable Parcel has the meaning given to that term in the ASX Market Rules.
	 
	 	 	Peplin means Peplin, Inc, a company incorporated in Delaware, United States.
	 
	 	 	Restated Certificate of Incorporation and By-Laws means the constituent documents of
Peplin.
	 
	 	 	Tax File Number means the tax file number issued to a person by the Australian Taxation
Office or, in the case of non-Australian residents, a number or identification issued for
taxation purposes by the equivalent governmental agency of that resident’s country.
	 
	1.2	 	Further definitions and construction
	 
	 	 	Unless the context requires otherwise, clauses 1.1 and 1.2 of the Implementation
Agreement apply as if set out in full.
	 
	2	 	Conditions
	 
	2.1	 	Conditions precedent
	 
	 	 	This Option Scheme is conditional on each of the following conditions precedent:






	 	(a)	 	all of the conditions set out in clause 3.1 of the Implementation
Agreement have been satisfied or waived in accordance with the terms of the
Implementation Agreement before 8.00 am on the Second Court Date;
	 
	 	(b)	 	as at the Second Court Date, neither the Implementation Agreement nor the
Deed Poll have been terminated;
	 
	 	(c)	 	the Schemes have been approved in accordance with section 411 of the
Corporations Act at the Scheme Meetings; and
	 
	 	(d)	 	the Schemes have been approved by the Court pursuant to section 411(4)(b)
of the Corporations Act by the End Date.






	2.2	 	Satisfaction of Conditions
	 
	 	 	The Company and Option Scheme Participants will not have any rights or obligations under
clause 4 of this document unless and until the conditions precedent in clause 2.1 are
satisfied.
	 
	3	 	Lodgement
	 
	 	 	On or before the fourth Business Day following approval of the Option Scheme by the Court
in accordance with Section 411(4)(b) of the Corporations Act, the Company will lodge with
ASIC an office copy of the Court order under Section 411(10) of the Corporations Act
approving the Option Scheme. The Court order is taken to have effect on and from the
time and date specified in that order.




Page 2









 






	4	 	Implementation
	 
	4.1	 	Option Scheme steps
	 
	 	 	Subject to the conditions precedent in clause 2.1 being satisfied, on the Implementation
Date, the Company will:






	 	(a)	 	procure Peplin to:






	 	(i)	 	in respect of the Options held by Eligible Option Scheme
Participants on the Record Date, issue to those Eligible Option Scheme
Participants, one Option CDI for every one Option held by them as at the
Record Date; and
	 
	 	(ii)	 	in respect of Options held by Ineligible Foreign
Optionholders on the Record Date, issue to the Nominee for sale on behalf of
the Ineligible Optionholders under clause 4.2 one Option CDI for every one
Option held by them as at the Record Date;






	 	(b)	 	without limiting paragraph (a) above, record in the Options Register the
cancellation of all Options outstanding as at the Record Date; and
	 
	 	(c)	 	enforce the provisions of the Implementation Agreement for the benefit of
Option Scheme Participants, including the obligations of Peplin to issue Peplin
Stock Options to the Depositary and procure the issue of CHESS Depositary Interests
representing an interest in a Peplin Stock Option.






	4.2	 	Ineligible Foreign Optionholders
	 
	 	 	If clause 4.1(a)(ii) applies, Peplin will procure that the Nominee:






	 	(a)	 	as soon as reasonably practicable sells, in a manner reasonably
determined by the Nominee, for the benefit of the Ineligible Foreign Optionholders
all the Option CDIs issued to the Nominee under clause 4.1(a)(ii);
	 
	 	(b)	 	accounts to each Ineligible Foreign Optionholder for the net proceeds of
sale of the Option CDIs issued to the Nominee in respect of that Ineligible Foreign
Optionholder’s entitlement under clause 4.1(a)(ii) above (but calculated on an
averaged basis so that all Ineligible Foreign Optionholders receive the same price
per Option CDI (as the case may be), subject to rounding to the nearest whole cent)
after deduction of any applicable brokerage, taxes and charges, at the Ineligible
Foreign Optionholder’s risk in full satisfaction of the Ineligible Foreign
Optionholder’s rights under the Option Scheme; and
	 
	 	(c)	 	remits to the Ineligible Foreign Optionholder the net proceeds of sale in
respect of the Ineligible Foreign Optionholder’s entitlement under this clause 4.2,
such proceeds to be dispatched by mail to the Ineligible Foreign Optionholder’s
address as shown in the Option Register by cheque in Australian currency.






	4.3	 	Joint holders
	 
	 	 	In the case of Options held by Option Scheme Participants on the Record Date in joint
names:




Page 3









 












	 	(a)	 	any cheque required to be paid in respect of the relevant options will be
payable to the joint holders and will be forwarded to the holder whose name appears
first in the Option Register on the Record Date; and
	 
	 	(b)	 	any holding statements or transmittal letters for CHESS Depositary
Interests, which are to be issued in respect of the relevant Peplin Stock Options
will be issued in the names of the joint holders and forwarded to the holder whose
name appears first in the Option Register on the Record Date.






	4.4	 	Interdependence with Share Scheme
	 
	 	 	The steps referred to in clause 4.1 will be interdependent with the implementation steps
required under clause 4.1 of the Share Scheme, such that implementation under this Option
Scheme will not be taken to have occurred until the implementation steps required under
clause 4.1 of the Share Scheme have also occurred.






	5	 	Dealings in Options






	 	(a)	 	For the purpose of establishing who are Option Scheme Participants,
dealings in Options will only be recognised if:






	 	(i)	 	in the case of dealings of the type to be affected using
CHESS, the transferee is registered in the Option Register as the holder of
the relevant the Options by 10.00 pm on the Record Date; and
	 
	 	(ii)	 	in all other cases, if registrable transmission
applications, option exercise forms or transfers in respect of those dealings
are received on or before 10.00 pm on the Record Date at the place where the
Option Register is kept.






	 	(b)	 	The Company must register registrable transmission applications, option
exercise forms or transfers of the type referred to in paragraph (a)(ii), which are
received on or before 10 pm on the Record Date at the place where the Option
Register is kept.
	 
	 	(c)	 	The Company will not accept or recognise for any purpose any exercise of
an Option received after 10.00 pm on the Record Date.
	 
	 	(d)	 	For the purpose of determining entitlements to the consideration to be
provided under this Option Scheme, the Company must, until that consideration has
been provided, maintain the Option Register in accordance with the foregoing
provisions of this clause 5 and the Option Register in this form will solely
determine entitlements to that consideration.
	 
	 	(e)	 	The Company must procure that on the Record Date, details of the names,
registered addresses and holdings of Options of every Option Scheme Participant as
shown in the Option Register at the Record Date are available to Peplin in such form
as Peplin may reasonably require.




Page 4









 






	 	(f)	 	Subject to implementation occurring under this Option Scheme, as from
10.00 pm on the Record Date, all option certificates and holding statements for the
Options held at 10.00 pm on the Record Date will cease to have effect as documents
of title, and each entry currently on the Option Register at that time will cease to
have any effect other than as evidence of entitlement to the consideration to be
provided under this Option Scheme.






	6	 	General provisions
	 
	6.1	 	Alterations and conditions
	 
	 	 	If the Court propose to approve the Option Scheme subject to any alterations or
conditions, the Company may by its legal counsel consent on behalf of all persons
concerned to those alterations or conditions to which Peplin has consented.
	 
	6.2	 	Registration of Option CDIs






	 	(a)	 	The obligations of the Company to procure Peplin to issue Option CDIs
under clause 4 of this Option Scheme will be satisfied by Peplin on the
Implementation Date, procuring the entry in the register maintained by Peplin of
holders of Peplin Stock Options of the Depositary as depositary to hold the Peplin
Stock Options underlying those Option CDIs.
	 
	 	(b)	 	After the satisfaction of the obligations of the Company in paragraph (a)
above, within 5 Business Day after the Implementation Date, the Company will procure
Peplin to:






	 	(i)	 	record in the CDI Register each person who is to receive
Option CDls under clause 4; and
	 
	 	(ii)	 	dispatch to each person who is to receive Option CDIs under
clause 4 a holding statement in the name of that person representing the
number of Option CDIs to be issued to that person.






	6.3	 	Communications
	 
	 	 	Where a notice, transfer, transmission application, direction or other communication
referred to in the Option Scheme is sent by post to the Company, it will not be deemed to
be received in the ordinary course of post or on a date other than the date (if any) on
which it is actually received at the Company’s registered office or at its Option
Registry.
	 
	6.4	 	Covenants by Option Scheme Participants






	 	(a)	 	Each Option Scheme Participant consents to the Company doing all things
necessary or incidental to the implementation of the Option Scheme.
	 
	 	(b)	 	Each Option Scheme Participant, without the need for any further act,
irrevocably appoints the Company and all of its directors and officers




Page 5









 






	 	 	 	(jointly and severally) as its attorney and agent for the purpose of executing any
document necessary to give effect to the Option Scheme.






	6.5	 	Further assurances
	 
	 	 	The Company will execute all documents and do all acts and things necessary for the
implementation and performance of its obligations under the Option Scheme.
	 
	6.6	 	Governing law
	 
	 	 	The proper law of the Option Scheme is the law of the State of New South Wales.






Page 6











 








Annexure 3




Form of Share Scheme Deed Poll




	 		
	 
	 	page 26









 









 





Execution copy

8 August 2007




Peplin, Inc.




Share Scheme

Deed Poll

Execution
Copy







 









 






	 	 	Date
	 
	 	 	Parties
	 
	 	 	Peplin, Inc. a company incorporated in Delaware, United States of America of c/-6475
Christie Avenue, Emeryville CA 94608 United States of America (Peplin)
	 
	 	 	Each Share Scheme Participant
	 
	 	 	Background
	 
	A	 	The directors of the Company have resolved that the Company propose
the Share Scheme.
	 
	B	 	The effect of the Share Scheme will be that in exchange for their
Shares in the Company, the Shareholders will be issued with
replacement shares of Peplin Common Stock.
	 
	C	 	On 8 August 2007 the Company and Peplin entered into a Restructure
Implementation Agreement (Implementation Agreement), in which Peplin
agreed to do the things within its power to implement the Schemes,
including entering into this document and enabling the Peplin Common
Stock to be issued.
	 
	D	 	Peplin is entering into this document for the purpose of covenanting
in favour of the Shareholders to perform certain of its obligations
under the Implementation Agreement.
	 
	 	 	Agreed Terms
	 
	1	 	Interpretations
	 
	1.1	 	Definitions and construction
	 
	 	 	In this document, unless the context requires otherwise, clauses 1.1 and 1.2 of the
Implementation Agreement apply as if set out in full.
	 
	1.2	 	Nature of deed poll
	 
	 	 	Peplin acknowledges that this document is a deed poll and may be relied on and enforced
by any Share Scheme Participant in accordance with its terms, notwithstanding that the
Share Scheme Participants are not party to this document.




Page 1









 












	2	 	Conditions precedent and termination
	 
	2.1	 	Conditions
	 
	 	 	Each of Peplin’s obligations under clause 3 are subject to the Share Scheme becoming
Effective and the satisfaction or waiver of the conditions precedent contained in clause
3.1 of the Share Scheme.
	 
	2.2	 	Termination
	 
	 	 	If the Share Scheme does not become Effective, or the conditions precedent contained in
clause 3.1 of the Share Scheme are not satisfied or waived before the End Date, the
obligations of Peplin under this document will terminate when the Implementation
Agreement terminates.
	 
	2.3	 	Consequences of termination
	 
	 	 	If this document is terminated under clause 2.2 then in addition and without prejudice to
any other rights, powers or remedies available to it:






	 	(a)	 	Peplin is released from its obligations to further perform its
obligations under this document, except those obligations contained in clause 5 and
any other obligations which by their nature survive termination; and
	 
	 	(b)	 	the Share Scheme Participants retain the rights they have against Peplin
in respect of any breach of this document which occurred before this document is
terminated.






	3	 	Provision of consideration
	 
	 	 	Subject to clause 2, on the Implementation Date, Peplin will cause to be provided or
remitted to each Share Scheme Participant the consideration due to such Share Scheme
Participant under the Share Scheme in accordance with clause 4.2(a) of the Implementation
Agreement.
	 
	4	 	Representations and warranties
	 
	 	 	Peplin represents and warrants that:






	 	(a)	 	it is a corporation validly existing under the laws of its place of
incorporation;
	 
	 	(b)	 	it has the corporate power to enter into and perform its obligations
under this document and to carry out the transactions contemplated by this document;
	 
	 	(c)	 	it has taken all necessary corporate action to authorise the entry into
this document and has taken or will take all necessary corporate action to authorise
the performance of this document and to carry out the transactions contemplated by
this document; and
	 
	 	(d)	 	this document is valid and binding upon it.




Page 2









 












	5	 	Continuing obligations
	 
	 	 	This document is irrevocable and subject to clause 2, remains in full force and effect
until Peplin has completely performed its obligations under this document or the earlier
termination of this document under clause 2.
	 
	6	 	Stamp duty
	 
	 	 	Peplin must pay all stamp duty (if any) imposed on this document and on any instrument or
other document executed to give effect to this document.
	 
	7	 	General
	 
	7.1	 	Waiver and variation






	 	(a)	 	A provision or right under this document may not be waived except in
writing signed by the person granting the waiver.
	 
	 	(b)	 	A provision of this document may not be varied unless the variation is
agreed to by the Company and the Court indicates that the variation would not in
itself preclude approval of the Scheme in which event Peplin will enter into a
further deed poll in favour of the Share Scheme Participants giving effect to such
variation.






	7.2	 	Rights cumulative
	 
	 	 	Except as expressly stated otherwise in this document, the rights of Peplin and the Share
Scheme Participants under this document are cumulative and are in addition to any other
rights of that party.
	 
	7.3	 	Governing law and jurisdiction






	 	(a)	 	This document is governed by the laws of New South Wales.
	 
	 	(b)	 	Peplin irrevocably submit to the non-exclusive jurisdiction of the courts
of New South Wales and any courts which have jurisdiction to hear appeals from any
of those courts and waives any right to object to any proceedings being brought in
those courts.






	7.4	 	Assignment
	 
	 	 	The rights and obligations of a person under this document are personal. They cannot be
assigned, charged or otherwise dealt with, and no person must attempt or purport to do
so.




Page 3









 












	 	 	Executed as a deed poll.





	 	 	 	 	 	 	 
	Executed on behalf of Peplin, Inc. by

	 	 	)	 	 	 
	an authorised officer or attorney in the
	 	 	 	 	 	 
	presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Witness

	 	 	 	 	 	Officer/Attorney
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name of Witness (print)

	 	 	 	 	 	Name of Officer/Attorney (print)







Page 4











 








Annexure 4




Form of Option Scheme Deed Poll




	 		
	 
	 	page 27








 









 





Execution copy

8 August 2007




Peplin, Inc.




Option Scheme

Deed Poll


 









 






	 	 	Date
	 
	 	 	Parties
	 
	 	 	Peplin, Inc a company incorporated in Delaware, United States of America of 6475 Christie
Avenue, Emeryville, CA 94608, United States of America (Peplin)
	 
	 	 	Each Option Scheme Participant
	 
	 	 	Background
	 
	A	 	The directors of the Company have resolved that the Company propose
the Option Scheme.
	 
	B	 	The effect of the Option Scheme will be that all Options will be
cancelled, such that the Company ceases to have any Options on issue,
and Option Scheme Participants will be granted Peplin Stock Options by
Peplin, in return for the cancellation of their Options.
	 
	C	 	On 8 August 2007 the Company and Peplin entered into a Restructure
Implementation Agreement (Implementation Agreement), in which Peplin
agreed to do the things within its power to implement the Schemes
including entering into this document and enabling the Peplin Stock
Options to be issued.
	 
	D	 	Peplin is entering into this document for the purpose of covenanting
in favour of the Optionholders to perform certain of its obligations
under the Implementation Agreement.
	 
	 	 	Agreed terms
	 
	1	 	Interpretations
	 
	1.1	 	Definitions and construction
	 
	 	 	In this document, unless the context requires otherwise, clauses 1.1 and 1.2 of the
Implementation Agreement apply as if set out in full.
	 
	1.2	 	Nature of deed poll
	 
	 	 	Peplin acknowledges that this document is a deed poll and may be relied on and enforced
by any Option Scheme Participant in accordance with its terms, notwithstanding that the
Option Scheme Participants are not party to this document.





 









 






	2	 	Conditions precedent and termination
	 
	2.1	 	Conditions
	 
	 	 	Each of Peplin’s obligations under clause 3 are subject to the Option Scheme becoming
Effective and the satisfaction or waiver of the conditions precedent contained in clause
3.1 of the Option Scheme.
	 
	2.2	 	Termination
	 
	 	 	If the Option Scheme does not become Effective, or the conditions precedent contained in
clause 3.1 of the Option Scheme are not satisfied or waived before the End Date, the
obligations of Peplin under this document will terminate when the Implementation
Agreement terminates.
	 
	2.3	 	Consequences of termination
	 
	 	 	If this document is terminated under clause 2.2 then in addition and without prejudice to
any other rights, powers or remedies available to it:






	 	(a)	 	Peplin is released from its obligations to further perform its
obligations under this document, except those obligations contained
in clause 5 and
any other obligations which by their nature survive termination; and
	 
	 	(b)	 	the Option Scheme Participants retain the rights they have against Peplin
in respect of any breach of this document which occurred before this document is
terminated.






	3	 	Provision of consideration
	 
	 	 	Subject to clause 2, on the Implementation Date, Peplin, in consideration for the
cancellation referred to in clause 4.3(b) of the Implementation Agreement, will cause to
be provided or remitted to each Option Scheme Participant the consideration due to such
Option Scheme Participant under the Option Scheme in accordance with clause 4.3(a) of the
Implementation Agreement.
	 
	4	 	Representations and warranties
	 
	 	 	Peplin represents and warrants that:






	 	(a)	 	it is a corporation validly existing under the laws of its place of
incorporation;
	 
	 	(b)	 	it has the corporate power to enter into and perform its obligations
under this document and to carry out the transactions contemplated by this document;
	 
	 	(c)	 	it has taken all necessary corporate action to authorise the entry into
this document and has taken or will take all necessary corporate action to authorise
the performance of this document and to carry out the transactions contemplated by
this document; and
	 
	 	(d)	 	this document is valid and binding upon it.





page 2









 






	5	 	Continuing obligations
	 
	 	 	This document is irrevocable and subject to clause 2, remains in full force and effect
until Peplin has completely performed its obligations under this document or the earlier
termination of this document under clause 2.
	 
	6	 	Stamp duty
	 
	 	 	Peplin must pay all stamp duty (if any) imposed on this document and on any instrument or
other document executed to give effect to this document.
	 
	7	 	General
	 
	7.1	 	Waiver and variation






	 	(a)	 	A provision or right under this document may not be waived except in
writing signed by the person granting the waiver.
	 
	 	(b)	 	A provision of this document may not be varied unless the variation is
agreed to by the Company and the Court indicates that the variation would not in
itself preclude approval of the Scheme in which event Peplin will enter into a
further deed poll in favour of the Option Scheme Participants giving effect to such
variation.






	7.2	 	Rights cumulative
	 
	 	 	Except as expressly stated otherwise in this document, the rights of Peplin and the
Option Scheme Participants under this document are cumulative and are in addition to any
other rights of that party.
	 
	7.3	 	Governing law and jurisdiction






	 	(a)	 	This document is governed by the laws of New South Wales.
	 
	 	(b)	 	Peplin irrevocably submit to the non-exclusive jurisdiction of the courts
of New South Wales and any courts which have jurisdiction to hear appeals from any
of those courts and waives any right to object to any proceedings being brought in
those courts.






	7.4	 	Assignment
	 
	 	 	The rights and obligations of a person under this document are personal. They cannot be
assigned, charged or otherwise dealt with, and no person must attempt or purport to do
so.





page 3









 




Executed as a deed poll.



Executed
on behalf of Peplin, Inc. by
                   )
 an authorised
officer or attorney in the presence of:




	 	 	 
	 
	 	 
	Witness
	 	Officer/Attorney
	 	 	 
	 
	 	 
	Name of Witness (print)
	 	Name of Officer/Attorney (print)







page 4











 








Annexure 5




Peplin Stock Option Plan




	 		
	 
	 	page 28