GENERAL
      SERVICES AGREEMENT

     

    This
      General Services Agreement (“Agreement”) is made between Prana Biotechnology
      Ltd, which has a place of business at Level 2, 369 Royal Parade, Parkville,
      VIC,
      3052 Australia (hereinafter
      “Sponsor”), and Quintiles, Limited having its principal place of business at
      Station House, Market Street, Bracknell, Berkshire, RG12 1HX (hereinafter
“Quintiles”). When signed by both parties, this Agreement will set forth the
      terms and conditions under which Quintiles agrees
      to
      provide certain services to Sponsor as set forth herein.

     

    Recitals:

     

    A. Sponsor
      is in the business of developing, manufacturing and/or distributing pharmaceutical
      products, medical devices and/or biotechnology products. Quintiles is in the
      business
      of providing clinical trial services, research, and other services for the
      pharmaceutical, medical device and biotechnology industries and has made
      significant, up-front investments in technologies
      related to those industries, building on important inventions and web-based
      technologies.

     

    B. Sponsor
      and Quintiles desire to enter into this Agreement whereby Quintiles will
perform
      services relating to the Phase IIa randomised placebo controlled trial of PBT2
      in a population
      of subjects with mild Alzheimer's Disease (the “Project”).

     

    Agreement:

     

    
      	1.0	
              Services
                to be Provided. The
                services to be performed hereunder (the “Services”) shall be
                specified in the Scope of Work attached hereto as Attachment 1. Any
                responsibilities not
                specifically transferred in this Agreement shall remain the responsibility
                of Sponsor.

            


    

     

    
      	2.0	
              Payment
                of Fees and Expenses. Sponsor
                will pay Quintiles for fees, expenses and pass-through
                costs in accordance with the budget and payment schedule attached
                hereto
                as Attachment
                2. Based on the estimated cash flow of the Project, Sponsor agrees
                that a
                prepayment
                may be needed for Quintiles to maintain cash neutrality over the
                term of
                the Project
                taking into account the payment terms agreed to between the parties.
                Quintiles will invoice
                Sponsor for its fees in accordance with the payment schedule and
                monthly
                for expenses
                and pass-through costs incurred in performing the Services. Expenses
                and
                pass-through
                costs will be supported by a summary sheet. With the exception of
                any
                prepayment or advances and investigator invoices, which are due and
                payable upon receipt, all other invoice payments shall be made to
                Quintiles within thirty (30) days of receipt. If any portion of an
                invoice
                is disputed, then Sponsor shall pay the undisputed amounts as set
                forth in
                the preceding
                sentence and the parties shall use good faith efforts to reconcile
                the
                disputed amount
                as soon as practicable. Sponsor shall pay Quintiles interest in an
                amount
                equal to four percent (4%) above the base interest rate established
                by
                Fortis Bank Limited per month of all undisputed amounts owing hereunder
                and not paid when due (or the maximum lesser amount
                permitted by applicable law). In the event that taxes or duties,
                of
                whatever nature, are
                required to be withheld on payments made pursuant to this Agreement
                by any
                state, federal, provincial or foreign government, including, but
                not
                limited to, Value Added Tax,

            


    

     

    
      
        
        

      

      
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        Sponsor
          shall promptly pay said taxes and duties to the appropriate taxing authority
          without any
          deduction to any amount owed to Quintiles. Sponsor shall secure and deliver
          to
Quintiles
          any official receipt for any such taxes paid. Quintiles shall send all
          invoices
          to the attention
          of Janet Wilson at the following address: Prana Biotechnology Ltd, Level
          2, 369
          Royal Parade, Parkville, VIC, 3052, Australia. Sponsor shall send all payments
          to the following address: PSC Earlston House, Almondvale Way, Almondvale
          Business Park, Livingston, EH54 6GA or by means of BACS Transfer as follows
          :

      

    

    


    
      	
              Payable
                to:

            	
              Quintiles
                Limited

              Fortis
                Bank

              23
                Camomile Street

              London

              EC3A
                7PP

              England

            
	 	 
	
              Sort
                Code:

            	
              40-52-62

            
	
              Account Number:

            	
              21810137

            
	
              Swift:

            	
              GEBAGB22

            
	
              IBAN:

            	
              GB19GEBA40526221810137

            


    

     

    
      	3.0	
              Term.
                This
                Agreement shall commence on the date it has been signed by all parties
                and
                shall continue until the Services are completed or until terminated
                by
                either party in accordance
                with Section 17 below.

            


    

     

    
      	4.0	
              Change
                Orders. Any
                change in the details of this Agreement or the assumptions upon
                which
                this Agreement is based (including, but not limited to, changes in
                an
                agreed starting
                date for the Project or suspension of the Project by Sponsor) may
                require
                changes in
                the budget and/or time lines, and shall require a written amendment
                to the
                Agreement (a
                “Change Order”). Each Change Order shall detail the requested changes to
                the applicable
                task, responsibility, duty, budget, time line or other matter. The
                Change
                Order will become effective upon the execution of the Change Order
                by both
                parties, and Quintiles will be given a reasonable period of time
                within
                which to implement the changes. Both parties agree to act in good
                faith
                and promptly when considering a Change Order requested by the other
                party.
                Without limiting the foregoing, Sponsor agrees that it will not
                unreasonably withhold approval of a Change Order, Either party reserves
                the right
                to postpone effecting material changes in the Project's scope until
                such
                time as the parties
                agree to and execute the corresponding Change Order. For any Change
                Order
                that
                affects the scope of the regulatory obligations that have been transferred
                to Quintiles, Quintiles
                and Sponsor shall execute a corresponding amendment to the Transfer
                of
                Obligations Form. Sponsor shall file such amendment where appropriate,
                or
                as required by
                law or regulation.

            


    

     

    
      	5.0	
              Confidentiality.
                It
                is understood that during the course of this Agreement, Quintiles
                and its
                employees may be exposed to data and information that are confidential
                and
                proprietary
                to Sponsor. It is understood that project results are Confidential
                and
                proprietary to the Sponsor and all such data and information (hereinafter
                is collectively termed
                “Sponsor Confidential Information”) written or verbal, tangible or
                intangible, made
                available, disclosed, or otherwise made known to Quintiles and its
                employees as a result of Services under this Agreement shall be considered
                confidential and shall be considered the sole property of Sponsor.
                All
                information regarding Quintiles' operations, methods, and pricing
                and all
                Quintiles' Property (as defined in Section 6.0 below), disclosed
                by
                Quintiles to Sponsor in connection with this Agreement is proprietary,
                confidential information belonging to Quintiles (the “Quintiles
                Confidential Information”, and together with the Sponsor Confidential
                Information, the “Confidential Information”). The Confidential Information
                shall be used by the receiving party and its employees only for purposes
                of performing the receiving party's obligations hereunder. Each party
                agrees that it will not reveal, publish or otherwise disclose the
                Confidential Information of the other party to any third party without
                the
                prior written consent of the disclosing party. Each party agrees
                that it
                will not disclose the terms of this Agreement to any third party
                without
                the written consent of the other party, which shall not unreasonably
                be
                withheld. These obligations of confidentiality and nondisclosure
                shall
                remain in effect for a period of ten (10) years after the completion
                or
                termination of the Agreement.

            


    

     

    
      
        
        

      

      
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    The
      foregoing obligations shall not apply to Confidential Information to the extent
      that it: (a) is or becomes generally available to the public other than as
      a
      result of a disclosure by the receiving party; (b) becomes available to the
      receiving party on a non-confidential basis from a source which is not
      prohibited from disclosing such information; (c) was developed independently
      of
      any disclosure by the disclosing party or was known to the receiving party
      prior
      to its receipt from the disclosing party, as shown by contemporaneous written
      evidence; or, (d) is required by law or regulation to be disclosed.

     

    
      	6.0	
              Ownership
                and Inventions. All
                data and information generated or derived by Quintiles as the result
                of
                Services performed by Quintiles under this Agreement shall be and
                remain
                the exclusive property of Sponsor. Any inventions that may evolve
                from the
                data and information described above or as the result of Services
                performed by Quintiles under this Agreement shall belong to Sponsor
                and
                Quintiles agrees to assign its rights in all such inventions and/or
                related patents to Sponsor. Notwithstanding the foregoing, Sponsor
                acknowledges that Quintiles possesses certain inventions, processes,
                know-how, trade secrets, improvements, other intellectual properties
                and
                other assets, including but not limited to analytical methods, procedures
                and techniques, procedure manuals, personnel data, financial information,
                computer technical expertise and software, which have been independently
                developed by Quintiles and which relate to its business or operations
                (collectively “Quintiles' Property”). Sponsor and Quintiles agree that any
                Quintiles' Property or improvements thereto which are used, improved,
                modified or developed by Quintiles under or during the term of this
                Agreement are the sole and exclusive property of
                Quintiles.

            


    

     

    
      	7.0	
              Records
                and Materials. At
                the completion of the Services by Quintiles, all materials, information
                and all other data owned by Sponsor, regardless of the method of
                storage
                or retrieval, shall be delivered to Sponsor in such form as is then
                currently in the possession of Quintiles. Alternatively, at Sponsor's
                written request, such materials and data may be retained by Quintiles
                for
                Sponsor for an agreed-upon time period, or disposed of pursuant to
                the
                written directions of Sponsor. Sponsor shall pay the costs associated
                with
                any of the above options and shall pay a to-be-determined fee for
                storage
                by Quintiles of records and materials after completion or termination
                of
                the Services. Quintiles, however, reserves the right to retain, at
                its own
                cost and subject to the confidentiality provisions herein, one copy
                of all
                materials that may be needed to satisfy regulatory requirements or
                to
                resolve disputes regarding the Services. Nothing in this Agreement
                shall
                be construed to transfer from Sponsor to Quintiles any FDA or regulatory
                record-keeping requirements unless such transfer is specifically
                provided
                for in the applicable Transfer of Obligations
                Form.

            


    

     

    
      
        
        

      

      
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      	8.0	
              Independent
                Contractor Relationship. For
                the purposes of this Agreement, the parties hereto are independent
                contractors and nothing contained in this Agreement shall be construed
                to
                place them in the relationship of partners, principal and agent,
                employer/employee or joint venturers. Neither party shall have the
                power
                or right to bind or obligate the other party, and neither party shall
                hold
                itself out as having such authority. If, however, Sponsor desires
                to
                conduct clinical trials in one or more countries that require a local
                sponsor or representative, and Sponsor requests that Quintiles or
                its
                affiliates serve as its agent for that purpose, then Quintiles may
                serve
                as Sponsor's agent for the purpose of fulfilling local sponsor or
                representative duties. Sponsor shall pay Quintiles for such local
                representative services at Quintiles' standard daily rates, unless
                otherwise specified in the attached
                Budget.

            


    

     

    
      	9.0	
              a)
                Regulatory Compliance. Quintiles
                agrees that its Services will be conducted in compliance
                with all applicable laws, rules and regulations and with the standard
                of
                care customary in the contract research organization industry (excluding
                21 CFR Part 11). Quintiles shall process all personal data in accordance
                with this Agreement or as otherwise instructed by Sponsor or its
                affiliates in compliance with the EU Data Protection Directive 95/46/EC
                and any applicable national legislation enacted thereunder (“Data
                Protection Legislation”). Sponsor represents and affirms to Quintiles that
                Sponsor has complied with, and will continue to comply with its
                obligations under the Data Protection Legislation. Quintiles' standard
                operating procedures will be used in performance of the Services,
                unless
                otherwise specifically stated in the Scope of Work. Quintiles certifies
                that it has not been debarred under the Generic Drug Enforcement
                Act and
                that it will not knowingly employ any person or entity that has been
                so
                debarred to perform any Services under this Agreement. Sponsor represents
                and certifies that it will not require Quintiles to perform any
                assignments or tasks in a manner that would violate any applicable
                law or
                regulation. Sponsor further represents that it will cooperate with
                Quintiles in taking any actions that Quintiles reasonably believes
                are
                necessary to comply with the regulatory obligations that have been
                transferred to Quintiles. 

               

              b)
                Inspections and Audits. Each
                party acknowledges that the other party may respond independently
                to any
                regulatory correspondence or inquiry in which such party or its affiliates
                is named. Each party, however, shall not respond on behalf of the
                other
                party to any such regulatory correspondence or inquiry, unless otherwise
                agreed by the parties, and shall notify the other party promptly
                of any
                FDA or other governmental or regulatory inspection or inquiry concerning
                the Services. During any such inspection or inquiry, the parties
                agree to
                make reasonable efforts to disclose only the information required
                to be
                disclosed.
                During the term of this Agreement, Quintiles will permit Sponsor's
                representatives
                (unless such representatives are competitors of Quintiles) to examine
                or
                audit the work performed hereunder and the facilities at which the
                work is
                conducted upon reasonable advance notice during regular business
                hours to
                determine that the Services
                are being conducted in accordance with the agreed task and that the
                facilities are adequate.
                Sponsor agrees that it shall not disclose to any third party any
                information ascertained by Sponsor in connection with any such audit
                or
                examination, except to the extent
                required by law or regulation. Sponsor shall reimburse Quintiles
                for its
                time and expenses
                (including reasonable attorney fees and the costs of responding to
                findings) associated with any inspection, audit or investigation
                relating
                to the Services (“Inspection”)
                instigated by Sponsor or by a governmental authority, unless such
                Inspection
                finds that Quintiles breached this Agreement or any applicable law
                or
                regulation.

            


    


    
      
        
        

      

      
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      	10.0	
              Relationship
                with Investigators. If Quintiles will be obligated to contract
                with investigators or investigative sites (collectively, “Investigators”)
                then Quintiles will use its standard Clinical Trial Agreement (“Global
                CTA”) form, a copy of which is attached hereto as Attachment 3, along
                with
                certain local CTA forms (“Local CTAs”) that have developed for use in
                certain countries based on local requirements with the benefit of
                local
                legal advice, which have been prepared in local language and English
                language where applicable. Any applicable Local CTAs will be made
                available for inspection by the Sponsor upon request. If the Global
                CTA
                form or a Local CTA is updated, Quintiles will use its then current
                Global
                CTA form (or Local CTA as appropriate) as of the time of the agreement.
                If
                Sponsor insists that any CTA form other than the Global CTA and Local
                CTAs
                be used, then Sponsor shall pay all translation costs and additional
                negotiation time may be required. If an Investigator insists upon
                any
                material changes to any provisions that directly affect Sponsor,
                then
                Quintiles shall submit the proposed material change to Sponsor, and
                Sponsor shall review, comment on and/or approve such proposed changes
                within five (5) working days. If the Global CTA form (or Local CTA,
                where
                applicable), or any changes approved by Sponsor, differ from the
                terms of
                this Agreement (including, but not limited to, provisions allowing
                an
                Investigator to publish results or data that Quintiles is prohibited
                from
                revealing), then Quintiles shall have no liability for any such approved
                provisions or changes. Unless otherwise stated in the attached Budget,
                the
                time incurred by Quintiles in negotiating CTA changes proposed by
                sites
                shall be billed at Quintiles' Standard Rates. The parties acknowledge
                and
                agree that Investigators shall not be considered the employees, agents,
                or
                subcontractors of Quintiles or Sponsor and that Investigators shall
                exercise their own independent medical judgment. Quintiles'
                responsibilities with respect to Investigators shall be limited to
                those
                responsibilities specifically set forth in this
                Agreement.

            


      	 	 


      	 	If
              Quintiles will be paying Investigators on behalf of Sponsor, the parties
              will agree in the attached Payment Schedule as to a schedule of amounts
              to
              be paid to Investigators. Sponsor acknowledges and agrees Quintiles
              will
              only pay Investigators from advances or pre-payments received from
              Sponsor
              for Investigators' services, and that Quintiles will not make payments
              to
              Investigators prior to receipt of sufficient funds from Sponsor. Sponsor
              acknowledges and agrees that Quintiles will not be responsible for
              delays
              in a study or Project to the extent that such delays are caused by
              Sponsor's failure to make adequate pre-payment for Investigators'
              services. Sponsor further acknowledges and agrees that payments for
              Investigators' services are pass-through payments to third parties
              and are
              separate from payments for Quintiles' Services. Sponsor agrees that
              it
              will not withhold Investigator payments except to the extent that it
              has
              reasonable questions about the services performed by a particular
              Investigator. For the avoidance of doubt, nothing contained in this
              clause, or elsewhere in this Agreement, is intended to confer any right
              or
              benefit on any third party including, but not limited to, any
              Investigator, whether under the provisions of the Contracts (Rights
              of
              Third Parties) Act 1999 or otherwise.


    

     

    
      
        
        

      

      
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      	11.0	
              Third
                Party Indemnifications and Agreements. If
                any investigative sites or any other third parties, including, but
                not
                limited to, Data Safety Monitoring Boards, independent laboratories,
                Advisory Boards, or End Point Adjudication Committees (collectively,
                “Third Parties”), request an indemnification for loss or damage caused by
                the sponsor's Project, then Sponsor shall be responsible for providing
                such indemnification directly to the Third Party, on terms and conditions
                to be agreed between Sponsor and the Third Party. If Sponsor requests
                Quintiles' assistance in negotiating the terms of such indemnities,
                Quintiles shall provide such negotiation services at its standard
                daily
                rates, unless otherwise agreed in the attached Budget. Quintiles
                shall not
                sign such indemnifications on Sponsor's behalf unless Sponsor has
                expressly authorized Quintiles to act as its agent for such purpose
                or has
                given Quintiles a written power of attorney to sign such indemnifications.
                In countries in which local laws or local ethics committees require
                that a
                local company must sign such indemnifications and Sponsor has no
                local
                presence, Quintiles will sign such indemnities only if the parties
                have
                entered into an agreement regarding local representative duties containing
                the terms attached hereto as Attachment B, either as a part of this
                Agreement or as a separately signed
                agreement.

            


    

     

    If 
      Sponsor requests that Quintiles enter into agreements to retain Third Parties
      to
      perform services regarding the Project, such Third Parties shall be independent
      contractors and shall not be considered the employees, agents, or subcontractors
      of Quintiles or Sponsor. Sponsor shall pay Quintiles for its reasonable time
      and
      expenses in negotiating and administering any such Third Party Agreements.
      These
      agreements shall be subject to Sponsors written approval, which shall not be
      unreasonably withheld or delayed.

     

    
      	12.0	
              Conflict
                of Agreements. Quintiles
                represents to Sponsor that it is not a party to any agreement which
                would
                prevent it from fulfilling its obligations under this Agreement and
                that
                during the term of this Agreement, Quintiles agrees that it will
                not enter
                into any agreement to provide services which would in any way prevent
                it
                from providing the Services contemplated under this Agreement. Sponsor
                agrees that it will not enter into an agreement with a third party
                that
                would alter or affect the regulatory obligations delegated to Quintiles
                pursuant to this Agreement without the written consent of Quintiles,
                which
                will not be unreasonably withheld.

            


    

     

    
      	13.0	
              Publication.
                Project
                results may not be published or referred to, in whole or in part,
                by
                Quintiles or its affiliates without the prior expressed written consent
                of
                Sponsor. Neither party will use the other party's name in connection
                with
                any publication or promotion without the other party's prior, written
                consent.

            


    

     

    
      
        
        

      

      
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      	14.0	
              Limitation
                of Liability.

            


    

     

    a) Neither
      Quintiles, nor its affiliates, directors, officers, employees, subcontractors
      or
      agents shall have any liability (including without limitation, contract,
      negligence and tort liability) for any loss of profits, opportunities or
      goodwill or any type of indirect or consequential damages in connection with
      this Agreement or the Services performed by Quintiles except to the extent
      such
      liability arises out of Quintiles' recklessness or willful misconduct or a
      negligent act or omission. For purposes of this provision, recklessness or
      willful misconduct or a negligent act or omission is considered on the basis
      of
      whether Quintiles failed to institute policies or procedures that could
      reasonably have been expected to prevent the recklessness, willful misconduct
      or
      negligent act or omission in question.

     

    b) In
      no
      event shall the collective, aggregate liability (including without limitation,
      contract, negligence and tort liability) of Quintiles or its affiliates,
      directors, officers, employees, subcontractors or agents under this Agreement
      exceed the amount of fees actually received by Quintiles from Sponsor under
      this
      Agreement.

     

    c) Neither
      Quintiles, nor its affiliates, directors, officers, employees, subcontractors
      or
      agents shall have any liability for death or personal injury; except to the
      extent that such liability is attributable to a negligent act or omission of
      Quintiles.

     

    
      	15.0	
              Third
                Party Indemnification.
                Sponsor
                shall indemnify, defend and hold harmless Quintiles and its affiliates,
                and its and their directors, officers, employees and agents (each,
                a
                “Quintiles Indemnified Party”), from and against any and all losses,
                damages, liabilities, reasonable attorney fees, court costs, and
                expenses
                (collectively “Losses”), joint or several, resulting or arising from any
                third-party claims, actions, proceedings, investigations or litigation
                relating to or arising from or in connection with this Agreement
                or the
                Services contemplated herein (including, without limitation, any
                Losses
                arising from or in connection with any study, test, device, product
                or
                potential product to which this Agreement relates), except to the
                extent
                such Losses are determined to have resulted solely from the negligence
                or
                intentional misconduct of the Quintiles Indemnified Party seeking
                indemnity hereunder.

            


    

     

    
      	16.0	
              Indemnification
                Procedure. Quintiles
                shall give Sponsor prompt notice of any third party
                claim or lawsuit (including a copy thereof) served upon it and shall
                fully
                cooperate with Sponsor and its legal representatives in the investigation
                of any matter the subject of indemnification. Quintiles shall not
                unreasonably withhold its approval of the settlement of any claim,
                liability, or action covered by this Indemnification
                provision.

            


    

     

    
      	17.0	
              Termination.
                Sponsor
                may terminate this Agreement without cause at any time during the
                term of
                the Agreement on sixty (60) day's prior written notice to Quintiles.
                Either party may terminate this Agreement for material breach upon
                thirty
                (30) days' written notice specifying the nature of the breach, if
                such
                breach has not been substantially cured within the thirty (30) day
                period.
                During the 30-day cure period for termination due to breach, each
                party
                will continue to perform its obligations under the Agreement. If
                the
                termination notice is not due to a breach, or if the cure period
                has
                expired without a substantial cure of the breach, then the parties
                shall
                promptly meet to prepare a close-out schedule, and Quintiles shall
                cease
                performing all work not necessary for the orderly close-out of the
                Services or required by laws or regulations. If Quintiles reasonably
                determines that its continued performance of the Services contemplated
                by
                this Agreement, after discussion with Sponsor, would constitute a
                violation of written regulatory or scientific standards of integrity,
                then
                Quintiles may terminate this Agreement by giving written notice stating
                the effective date (which may be less than thirty days from the notice
                date) of such termination. Either party may terminate this Agreement
                immediately upon provision of written notice if the other party becomes
                insolvent or files for bankruptcy.

            


    

     

    
      
        
        

      

      
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    If
      this
      Agreement is terminated, Sponsor shall pay Quintiles for all Services performed
      in accordance with the Agreement and reimburse Quintiles for all costs and
      expenses incurred in performing those Services, including all non-cancelable
      costs incurred prior to termination but paid after the termination date. Sponsor
      shall pay for all the work actually performed in accordance with the Agreement,
      even if the parties' original payment schedule spreads-out payments for certain
      services or defers payments for certain services until the end of the Study.
      If
      payments are unit or milestone based, and the Agreement is terminated after
      costs have been incurred toward achieving portions of one or more incomplete
      units or milestones, Sponsor will pay Quintiles' standard fees for actual work
      performed toward those incomplete units or milestones up to the date of
      termination, in addition to paying for completed units or milestones. Sponsor
      shall pay for all actual costs, including time spent by Quintiles personnel
      (which shall be billed at Quintiles' standard daily rates in effect as of the
      date of the termination notice), incurred to complete activities associated
      with
      the termination and close-out of affected Projects, including the fulfillment
      of
      any regulatory requirements. In addition, if the termination is by Sponsor
      without cause, or by Quintiles for reasonable cause, and the total fees for
      the
      Project are greater than one million U.S. dollars in value, then Sponsor shall
      pay to Quintiles an amount equal to fifteen percent (15%) of the budget for
      the
      remainder of Services that have not yet been performed, to cover Quintiles'
      costs associated with early termination.

     

    
      	18.0	
              Relationship
                with Affiliates. Sponsor
                agrees that Quintiles may use the services of its corporate affiliates
                as
                subcontractors to fulfill Quintiles' obligations under this Agreement.
                Quintiles shall remain responsible for all obligations in connection
                with
                the Services performed by its affiliates, and its affiliates shall
                be
                subject to all of the terms, conditions and rights applicable to
                Quintiles
                under this Agreement. The term “affiliate” shall mean all entities
                controlling, controlled by or under common control with Quintiles.
                The
                term “control” shall mean the ability to vote fifty percent (50%) or more
                of the voting securities of any entity or otherwise having the ability
                to
                influence and direct the polices and direction of an
                entity.

            


    

     

    
      	19.0	
              Cooperation;
                Sponsor Delays; Disclosure of Hazards. Sponsor
                shall forward to Quintiles in a timely manner all documents, materials
                and
                information in Sponsor's possession or control necessary for Quintiles
                to
                conduct the Services. Quintiles shall not be liable to Sponsor nor
                be
                deemed to have breached this Agreement for errors, delays or other
                consequences arising from Sponsor's failure to timely provide documents,
                materials or information or to otherwise cooperate with Quintiles
                in order
                for Quintiles to timely and properly perform its obligations, and
                any such
                failure by Sponsor shall automatically extend any timelines affected
                by a
                time period reasonably commensurate to take into account such failure,
                unless Sponsor agrees in writing to pay any additional costs that
                would be
                required to meet the original timeline. If Sponsor delays a project
                from
                its agreed starting date or suspends performance of the project then
                either: a) Sponsor will pay the standard daily rate of the Quintiles'
                personnel assigned to the project, based on the percentage of their
                time
                allocated to the project, for the period of the delay, in order to keep
                the current team members; or, b) Quintiles may re-allocate the personnel
                at its discretion, and Sponsor will pay the costs of re-training
                new
                personnel. In addition, Sponsor will pay all non-cancelable costs
                and
                expenses incurred by Quintiles due to the delay and will adjust all
                timelines to reflect additional time required due to the delay. Sponsor
                shall provide Quintiles with all information available to it regarding
                known or potential hazards associated with the use of any substances
                supplied to Quintiles by Sponsor, and Sponsor shall comply with all
                current legislation and regulations concerning the shipment of substances
                by the land, sea or air.

            


    

     

    
      
        
        

      

      
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      	20.0	
              Force
                Majeure. In
                the event either party shall be delayed or hindered in or prevented
                from
                the performance of any act required hereunder by reasons of the forces
                of
                strike, lockouts, labor troubles, inability to procure materials
                or
                services, failure of power or restrictive government or judicial
                orders,
                or decrees, riots, insurrection, war, Acts of God, inclement weather
                or
                other reason or cause beyond that party's control, then performance
                of
                such act (except for the payment of money owed) shall be excused
                for the
                period of such delay on the basis that the relevant party will perform
                all
                reasonable actions to overcome any of the abovementioned
                forces.

            


    

     

    
      	21.0	
              Notices
                and Deliveries. Any
                notice required or permitted to be given hereunder by either
                party hereunder shall be in writing and shall be deemed given on
                the date
                received if delivered personally or by a reputable overnight delivery
                service, or three (3) days after the date postmarked if sent by registered
                or certified mail, return receipt requested, postage prepaid to the
                following addresses:

            


    

    


    
      	
              If
                to Quintiles:

            	
              If
                to Sponsor:

            
	 	 
	
              Quintiles
                Transnational Legal Department

              P.O.
                Box 13979

              Research
                Triangle Park, North Carolina, U.S.A.

              27709-3979

              Attention:
                John Russell

            	
              Prana
                Biotechnology Ltd

              Level
                2, 369 Royal Parade,

              Parkville,
                VIC, 3052

              Australia

              Attention:
                Dianne Angus

            
	 	 
	
              And,

            	 
	 	 
	
              Quintiles
                Transnational Legal Department Station
                House 

              Market
                Street 

              Bracknell

            	 


    

     

    
      
        
        

      

      
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    Berkshire,
      RG12 IHX 

    UK

     

    If
      Sponsor delivers, ships, or mails materials or documents to Quintiles, or
      requests that Quintiles
      deliver, ship, or mail materials or documents to Sponsor or to third parties,
      then the
      expense and risk of loss for such deliveries, shipments, or mailings shall
      be
      borne by Sponsor.
      Quintiles disclaims any liability for the actions or omissions of third-party
      delivery services or carriers. All information transmitted by Quintiles pursuant
      to this Agreement
      will be sent by the standard transmission method selected by Quintiles
(telephone,
      facsimile, mail, personal delivery or email). Sponsor hereby consents and
authorizes
      Quintiles to send facsimiles relating to the Services, or relating to potential
      future
      services, to any office of Sponsor or Sponsor's affiliates.

     

    
      	22.0	
              Insurance.
                During
                the term of this Agreement to cover its obligations hereunder, the
                parties
                shall maintain insurance coverage with a reputable insurance company
                as
                follows: i)
                Clinical Trials insurance for Sponsor of not less than AU$5,000,000
                per
                annum as provided
                in Attachment 4 to this Agreement; ii) Professional Indemnity insurance
                for Quintiles of not less than US$5,000,000 per annum; and, iii)
                Liability
                to third parties insurance
                for Quintiles with a limit of $1,000,000 per claim or series of related
                claims, or at
                the minimum statutory level, whichever is greater, iv) Liability
                to third
                parties insurance
                for Sponsor to AU$20,000,000 as provided in Attachment 4. For Quintiles,
                all insurance
                amounts may be obtained by full, individual primary policy amount;
                a
                primary amount of less than minimum requirement enhanced by a blanket
                excess umbrella policy; or
                a combination of either. Each party shall provide the other party
                with a
                certificate of insurance
                upon request. Each party shall ensure that its policies shall contain
                an
                endorsement to the effect that it shall not be cancelled or otherwise
                materially changed during
                that period without thirty (30) days prior written notice to the
                other
                party. The certificates
                specifying the above-referenced Sponsor insurances are provided in
                Attachment 4 to this Agreement and is incorporated herein by
                reference.

            


    

     

    
      	23.0	
              Foreign
                Currency Exchange. The
                currency to be used for invoice and payment shall be the
                currency stated in the attached Budget or Table (the “Contracted
                Currency”). If Quintiles
                incurs pass-through costs in a currency other than the Contracted
                Currency, then Sponsor
                shall reimburse Quintiles for Quintiles' actual costs in the Contracted
                Currency based
                on the Oanda foreign currency exchange rate (Oanda.com)
                for the applicable currencies on the last business day of the month
                in
                which such pass-through costs are submitted.
                If a currency referenced within the Budget is replaced by the Euro
                or
                otherwise
                ceases to become legal tender, the applicable replacement currency
                will be
                substituted for such currency for purposes of this provision at an
                established conversion rate.

            


    

     

    If
      this
      Agreement involves the performance of Services by Quintiles or its affiliates
      in
any
      country that uses a currency other than the Contracted Currency, then the Budget
      for those
      Services will be based on the local rates in the currency used by Quintiles
      for
pricing
      that country, but converted to and reflected in the Contracted Currency. Sponsor
      acknowledges that, due to fluctuations in currency exchange rates, Quintiles'
      actual fees may be greater or lesser than the budgeted or estimated amounts
      contained in this Agreement.
      If the fees for Services in currencies other than the Contracted Currency exceed
      $500,000 and the conversion rate between the local currencies and the Contracted
      Currency has fluctuated more than 2%, plus or minus, since the Budget was
      prepared, Quintiles may calculate a foreign currency exchange adjustment based
      upon the following:

     

    
      
        
        

      

      
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    a) In
      the
      case of Fee for Service budgets, fees will be converted on each invoice based
      on
      the Oanda foreign currency exchange spot rate (Oanda.com)
      from
      the last Friday of the preceding month in which services were performed;
      or,

     

    b) For
      all
      other budget types including fixed fee, milestone or unit priced budgets, the
      adjustment will be calculated every 12 months after the contract execution
      date
      (or in the final invoice if the agreement is for less than 12 months). The
      foreign currency adjustment will be calculated by comparing the foreign currency
      exchange rate stated in the Budget or Table attached to the Agreement to the
      Oanda (Oanda.com)
      average
      rate over the preceding 12 months. Any resulting decrease in costs will be
      credited to Sponsor and any resulting increase in costs will be invoiced to
      Sponsor.

     

    
      	24.0	
              Data
                Protection. Quintiles
                and Sponsor agree to comply with all applicable privacy laws
                and regulations. If the Project will involve the collection or processing
                of personal data (as defined by applicable data protection legislation)
                within the European Economic Area (“EEA”), then Sponsor shall serve as the
                controller of such data, as defined by the European Union (“EU”) Data
                Protection Directive (the “Directive”), and Quintiles shall act only under
                the instructions of the Sponsor in regard to personal data. If Sponsor
                is
                not based in the EEA, Sponsor must appoint an EEA company to act
                as its
                local representative for data protection purposes in order to comply
                with
                the Directive, and such designation is attached hereto and incorporated
                by
                reference. If Sponsor does not have an affiliate in the EEA and requests
                that a Quintiles affiliate in the EEA serve as its local representative,
                then the parties shall negotiate a fee for such representative duties
                and
                shall enter into a Data Transfer Agreement between the parties containing
                the Standard Contractual Clauses set forth by the EU Commission Decision
                of 15 June 2001 (Decision 2001/497/EC) before Quintiles will assume
                any
                such representative duties. If Sponsor is not based in the EEA, Quintiles
                will not export any personal data from the EEA unless Sponsor has
                appointed a local representative.

            


    

     

    
      	25.0	
              Binding
                Agreement and Assignment. This
                Agreement shall be binding upon and inure to the benefit of Sponsor
                and
                Quintiles and their respective successors and permitted assigns.
                Except as
                stated above in Section 18, neither party may assign any of its rights
                or
                obligations under this Agreement to any party without the express,
                written
                consent of the other party.

            


    

     

    
      	26.0	
              Choice
                of Law, Waiver and Enforceability. This
                Agreement shall be construed, governed,
                interpreted, and applied in accordance with the laws of England,
                exclusive
                of its conflicts of law provisions. The failure to enforce any right
                or
                provision herein shall not constitute a waiver of that right or provision.
                Any waiver of a breach of a provision shall not constitute a waiver
                of any
                subsequent breach of that provision. If any provisions herein are
                found to
                be unenforceable on the grounds that they are overly broad or in
                conflict
                with applicable laws, it is the intent of the parties that such provisions
                be replaced, reformed or narrowed so that their original business
                purpose
                can be accomplished
                to the extent permitted by law, and that the remaining provisions
                shall
                not in
                any way be affected or impaired
                thereby.

            


    


    
      
        
        

      

      
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      	27.0	
              Survival.
                The
                rights and obligations of Sponsor and Quintiles, which by intent
                or
                meaning
                have validity beyond such termination (including, but not limited
                to,
                rights with respect to inventions, confidentiality, discoveries and
                improvements, indemnification and liability
                limitations) shall survive the termination of this
                Agreement.

            


    

     

    
      	28.0	
              Arbitration.
                Any
                controversy or claim arising out of or relating to this Agreement
                or the
                breach thereof shall be settled by arbitration administered by the
                International Chamber of Commerce (“ICC”) under its International Rules of
                Arbitration, and judgment on the award rendered by the arbitrator
                shall be
                binding and may be entered in any court having jurisdiction thereof.
                Such
                arbitration shall be filed and conducted at the office of the ICC
                closest
                to the Quintiles office having responsibility for the Project, and
                shall
                be conducted in
                English by one arbitrator mutually acceptable to the parties selected
                in
                accordance with ICC
                Rules.

            


    

     

    
      
        	29.0	
                Entire
                  Agreement, Headings and Modification. This
                  Agreement contains the entire understandings
                  of the parties with respect to the subject matter herein, and supersedes
                  all previous agreements (oral and written), negotiations and discussions.
                  The descriptive headings
                  of the sections of this Agreement are inserted for convenience
                  only and
                  shall not control
                  or affect the meaning or construction of any provision hereof.
                  Any
                  modifications to the provisions herein must be in writing and signed
                  by
                  the parties.

              


      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties hereto
through
      their duly authorized officers on the date(s) set forth below.

     

    ACKNOWLEDGED,
      ACCEPTED AND AGREED TO:

     

    
      	
              Quintiles
                Limited

            	 	
              Prana
                Biotechnology Limited

            
	 	 	 
	
              By:

            	
              \s\
                Patricia Williams

            	 	
              By:

            	
              /s/
                [Illegible] 

            
	 	
              (signature)

            	 	 	
              (signature)

            
	
              Print Name:

            	
              PATRICIA WILLIAMS

            	 	
              Print Name:

            	
              /s/
                [Illegible]

            
	
              Title:

            	
              VP, GLOBAL CONTRACTS

            	 	
              Title:

            	
              [Illegible]

            
	
              Date:

            	
              1
                3
                NOV 2006

            	 	
              Date:

            	
              7th
                November 2006

            


    

     

    FEDERAL
      ID # _________________________

     

    
      
        
        

      

      
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    LIST
      OF A TTACHMENTS

     

    ATTACHMENT
      1—SCOPE OF WORK

     

    ATTACHMENT
      2—BUDGET AND PAYMENT SCHEDULE

     

    ATTACHMENT
      3—CLINICAL TRIAL AGREEMENT FORM

     

    ATTACHMENT
      4—INSURANCE CERTIFICATE

     

    
      
        
        

      

      
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    ATTACHMENT
      1 

    SCOPE
      OF WORK

     

    
      	
              Country

            	
               

            	
              Sites

            	
               

            	
              Patients
Screened

            	
               

            	
              Patients
Randomised

            	
               

            	
              Patients
Completing

            	 
	
              SWEDEN

            	 	 	
              7

            	 	 	
              100

            	 	 	
              80

            	 	 	
              33

            	 
	 	 	 	
              7

            	 	 	
              100

            	 	 	
              80

            	 	 	
              72

            	 


    

     

    GENERAL
      STUDY ASSUMPTIONS 

    

      
        	
                Phase

              	 	
                II

              
	
                Maximum
                  number of active sites

              	 	
                7

              
	
                Maximum
                  number of patients screened

              	 	
                100

              
	
                Number
                  of patients randomised

              	 	
                80
                  (20% screen failure rate)

              
	
                Number
                  of patients evaluable

              	 	
                72
                  (10% drop-out rate)

              
	
                Recruitment
                  period (months)

              	 	
                4.00

              
	
                Treatment
                  duration (months)

              	 	
                3.00

              
	
                Follow
                  up duration (months)

              	 	
                0.00

              
	
                Maximum
                  CRF pages per screen failure (including diary where
                  applicable)

              	 	
                5

              
	
                Maximum
                  CRF pages per drop-out (including diary where applicable)

              	 	
                21

              
	
                Maximum
                  CRF pages per complete patient (including diary where
                  applicable)

              	 	
                35

              
	
                Overall
                  study length (months)

              	 	
                14.96

              
	
                Number
                  of client meetings

              	 	
                2

              
	
                Duration
                  of client meetings (hours) -excluding travel

              	 	
                8

              
	
                Number
                  of client teleconferences

              	 	
                15

              
	
                Duration
                  of client teleconferences (hours)

              	 	
                1

              
	
                Number
                  of investigator meetings

              	 	
                1

              
	
                Duration
                  of investigator meetings (hours) -excluding travel

              	 	
                12

              


      

       

      
        	
                MONITORING
                  ASSUMPTIONS

              	 	
                 

              
	
                Maximum
                  number of sites identified

              	 	
                13

              
	
                Maximum
                  number of site selection visits

              	 	
                8

              
	
                Maximum
                  number of site initiation visits

              	 	
                7

              
	
                Maximum
                  number of monitoring visits

              	 	
                49
                  visits (7 per site)

              
	
                -
                  Average
                  time on site per monitoring visit (hours)

              	 	
                5.00

              
	
                -
                  Average administrative time per monitoring visit
                  (hours)

              	 	
                5.00

              
	
                -
                  Average travel time per monitoring visit (hours)

              	 	
                5.00

              
	
                -
                  Average site contact between visits (hours per site per
                  month)

              	 	
                2
                  00

              
	
                %
                  SDV

              	 	
                100%

              
	
                Maximum
                  number of close out visits

              	 	
                7

              


      

    

     

    Actual
      monitoring will be adjusted dependant on support activity required and
      recruitment rate per site,
      however the budget assumes that the total monitoring hours specified above
      will
      not be exceeded.


    
      
        
        

      

      
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              MONITORING
                ASSUMPTIONS

            	 	 
	
              Maximum
                number of sites identified

            	 	
              13

            
	
              Maximum
                number of site selection visits

            	 	
              8

            
	
              Maximum
                number of site initiation visits

            	 	
              7

            
	
              Maximum
                number of monitoring visits

            	 	
              49
                visits (7 per site)

            
	
              -
                Average
                time on site per monitoring visit (hours)

            	 	
              5.00

            
	
              -
                Average administrative time per monitoring visit
                (hours)

            	 	
              5.00

            
	
              -
                Average travel time per monitoring visit (hours)

            	 	
              5.00

            
	
              -
                Average site contact between visits (hours per site per
                month)

            	 	
              2
                00

            
	
              %
                SDV

            	 	
              100%

            
	
              Maximum
                number of close out visits

            	 	
              7

            


    

    


    Actual
      monitoring will be adjusted dependant on support activity required and
      recruitment rate per site,
      however the budget assumes that the total monitoring hours specified above
      will
      not be exceeded.

    


    
      	
              PHARMACOVIGILANCE
                ASSUMPTIONS

            	 	 
	
              Maximum
                number of SAEs expected

            	 	
              24
                SAEs (30%)

            
	
              Safety
                database requirement

            	 	
              Quintiles
                Pharmacovigilance will set up a Clintrace Database

            
	
              SAE
                Coding

            	 	
              Yes
                - MedDRA

            
	
              SAE
                Narratives

            	 	
              Yes

            
	
              Quality
                Control

            	 	
              100%
                QC of SAE data fields

            
	
              Tracking
                database

            	 	
              A
                tracking system will be set-up to track SAEs and
                regulatory assessments to ensure open queries are efficiently identified
                and prioritised, and
                track submissions to regulatory authorities

            
	
              Number
                of updates per SAE

            	 	
              Initial
                and up to two (2) update reports per SAE assumed.
                Cycle includes triage, case evaluation, follow-up
                with sites (each SAE would generally require
                2 follow-up communications with the respective
                site to obtain answers to outstanding queries),
                regulatory assessment, data entry, generation
                of queries, quality control, medical review,
                submission to Prana Biotechnology, and submission
                to Regulatory Authorities.

            
	
              Translation
                of SAE documentation

            	 	
              Quintiles
                will provide translations of source documents
                relating to SAEs using either an internal
                medical translator or a medically certified translation
                agency. These costs will be passed through
                to the sponsor.

            
	
              SAE
                Reconciliation

            	 	
              Pharmacovigilance
                will assist in the reconciliation
                of the safety data in the safety and scientific databases (up to
                7-10 data
                fields per SAE)

            
	
              Reporting
                to Regulatory Authorities –
                2 regulatory
                reports (1 initial and 1 update) per expedited
                SAE assumed

            	 	
              Quintiles
                Pharmacovigilance will report up to 2 expedited
                SAEs to Regulatory Authorities (including
                the EMEA) as appropriate

            


    


    
      
        
        

      

      
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              PHARMACOVIGILANCE
                ASSUMPTIONS

            	 	 
	
              Investigator
                alert letters (safety update letters) –

              2
                alert letters (1 initial and 1 update) per

              expedited
                SAE assumed

            	 	
              Quintiles
                Pharmacovigilance will prepare and distribute
                non-personalised Investigator alert letters
                for up to 2 expedited SAEs to 7 sites (28 mailings)

            
	
              Expedited
                SAE reports to be sent to Central Ethics Committees (CECs)

            	 	
              Quintiles
                Pharmacovigilance will distribute up to 2 expedited SAEs (unblinded
                if
                required) to the applicable
                CECs in the 1 EU/EEA country involved
                in the study. Quintiles assumes 1 CEC per
                country.

            
	
              Cross-reporting
                of expedited SAEs occurring in other protocols

            	 	
              Not
                included in the budget

            
	
              Interim/annual
                regulatory reports

            	 	
              Not
                included in the pharmacovigilance budget

            
	
              Meetings
                to be attended by Pharmacovigilance personnel (number of
                meetings)

            	 	
              1
                Client kick off meeting, 1 investigator meeting. Ongoing
                communication between Quintiles' pharmacovigilance
                group and Prana Biotechnology
                has been included.

            
	
              Status
                reports

            	 	
              Monthly

            


    

    


    
      	
              DATA
                MANAGEMENT ASSUMPTIONS

            	 	 
	
              CRF
                design

            	 	
              Quintiles
                to design CRF

            
	
              Database
                platform

            	 	
              Inform
                EDC

            
	
              Duration
                of data management (months)

            	 	
              10.65

            
	
              Number
                of patient visits per complete CRF

            	 	
              6

            
	
              Maximum
                number of CRF pages expected

            	 	
              2,688

            
	
              Number
                of unique CRF pages

            	 	
              11

            
	
              Number
                of repeating pages

            	 	
              24

            
	
              Number
                of validation checks per page

            	 	
              15

            
	
              Total
                validation checks programmed

            	 	
              165

            
	
              SAE
                reconciliation required

            	 	
              Manual

            
	
              Number
                of electronic data sources

            	 	
              1

            
	
              Total
                number of electronic imports and transfers

            	 	
              10
                (10 per source)

            
	
              Number
                of database exports

            	 	
              2

            
	
              Number
                of queries per 100 pages

            	 	
              3

            
	
              Total
                queries to process

            	 	
              81

            
	
              Coding
                dictionaries:

            	 	 
	
              Diseases

            	 	
              MedDRA

            
	
              Adverse
                events

            	 	
              MedDRA

            
	
              Concomitant
                medications

            	 	
              Internal

            
	
              Number
                of diseases per patient (up to 50% expected to autoencode)

            	 	
              2

            
	
              Number
                of adverse events per patient (up to 50% expected to
                autoencode)

            	 	
              3

            
	
              Number
                of con meds per patient (up to 50% expected to autoencode)

            	 	
              3

            
	
              Meetings
                to be attended by DM personnel (number of meetings)

            	 	
              Client
                kick off meeting (Y), investigator meeting (Y),
                client teleconferences (15), client face to face meetings
                (2)

            


    


    
      
        
        

      

      
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              BIOSTATISTICS
                ASSUMPTIONS

            	 	 
	
              Statistical
                input to protocol development

            	 	
              Yes

            
	
              Statistical
                analysis plan responsibility

            	 	
              Quintiles
                will produce one draft of the analysis plan for review by Prana.
                Prana
                will provide one set of consolidated comments and the plan will be
                considered
                final upon incorporation of these comments.
                Confirmation of the planned analyses will
                be undertaken prior to database lock, and any minor
                adjustments made at this time point.

            
	
              Generate
                randomisation schedule

            	 	
              Yes

            
	
              Number
                of treatment groups

            	 	
              2

            
	
              Maximum
                total number of tables

            	 	
              70
                - Note: Table count refers to the number of entries in Table of
                Contents

            
	
              Maximum
                total number of listings

            	 	
              30
                - Note: Listings count refers to the number of entries in Table of
                Contents

            
	
              Maximum
                total number of graphs

            	 	
              5
                -
                Note: Graph count refers to the number of entries in Table of
                Contents

            
	
              Laboratory
                data source

            	 	
              Single
                Central

            
	
              Number
                of interim analyses

            	 	
              0

            
	
              Type
                of report required

            	 	
              Quintiles
                will prepare an integrated report

            
	
              SAS
                programming code to be delivered to customer

            	 	
              No

            
	
              Meetings
                to be attended by Biostatistics personnel (number of
                meetings)

            	 	
              Client
                kick off meeting (1), no attendance at investigator
                meeting, client teleconferences (4), no
                attendance at client face to face meetings

            
	
               Additional
                Assumptions:

            
	 All
              Statistical Outputs will undergo QC and Senior Biostatistical Review
              before issue to Prana Biotechnology.
	
              Quintiles
                will provide one draft set of Statistical Outputs for Review by Prana
                Biotechnology, who will provide

              one
                set of consolidated comments, and the Statistical Outputs will be
                considered final upon incorporation of
                these
comments. 

            
	
              Costs
                will be adjusted in the event of differences between final client
                requirements agreed in the Analysis Plan,

              Tables
                and Listings and the assumptions listed
                here. 

            


    

    


    
      	
              MEDICAL
                ASSUMPTIONS

            	 	 
	
              Quintiles
                to provide CRA training?

            	 	
              Quintiles
                is not responsible tor providing CRA training.

            
	
              Medical
                Monitoring (CRA and Site Support)

            	 	
              Quintiles
                will provide medical monitoring throughout start up, recruitment,
                treatment and close out phases of the
                study.

            


    


    
      
        
        

      

      
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              MEDICAL
                WRITING ASSUMPTIONS

            	 	 
	
              Study
                protocol

            	 	
              Prana
                to produce study protocol.

            
	
              Clinical
                Trial Report

            	 	
              The
                report will be based on an electronic template provided
                by Prana, or prepared in Microsoft WORD
                in a format compliant with ICH guidelines.
                Inputs provided from Prana to the Medical
                Writer will be in a format suitable for direct
                incorporation into the report. The draft report
                will undergo QC, medical and statistical reviews
                within Quintiles before issue to Prana. Quintiles
                will produce two drafts of the report for review
                by Prana, who will provide one set of consolidated comments on each
                draft.
                The report will
                be considered final upon incorporation of the second
                draft comments. Costs will be adjusted in the event of appreciable
                differences between the actual
                final client requirements agreed in the Analysis
                Plan and the final statistical outputs, we reserve
                the right to renegotiate this quotation.

            
	
              Report
                Narratives

            	 	
              An
                estimated maximum 0 patient narratives will be
                written in conjunction with the Clinical Trial Report,
                Quintiles will provide one draft set of narratives
                for review by Prana. Prana will provide one
                set of consolidated comments and the narratives
                will be considered final upon incorporation
                of these comments.

            
	
              Meetings
                to be attended by Medical Writing personnel
                (number of meetings)

            	 	
              Client
                teleconferences (2), client face to face meetings
                (1)

            
	
              Additional
                Assumptions

            	 	 
	
              Any
                Prana specific requirements for appendix documentation gathered by
                Quintiles must be communicated upon contract agreement. Any documentation
                to be provided by Prana for the report appendices will be provided
                to the
                Medical Writer before database lock, and in a format and quality
                appropriate for direct inclusion in the report.

            
	
              Costs
                do not include manipulation or editing of appendix documents, scanning
                appendix documents, or through pagination of the report plus appendices.
                The costs do not include copying of any completed CRFs for inclusion
                in
                the report appendices. One loose-leaf paper copy of the final report
                is
                included in the costings.

            


    


    
      
        
        

      

      
        18
          of
          36

        
          

        

      

      
        
        

      

    

    


    CENTRAL
      LABORATORIES SCOPE OF WORK

     

    Assignment
      of responsibilities

     

    
      	
              Task

            	 	
              Quintiles

            	 	
              Prana

            
	
              Screening
                of Subjects

            	 	
              X

            	 	
               

            
	
              Analysis
                of Safety Samples

            	 	
              X

            	 	
               

            


    

     

    All
      services will be carried out in accordance with Quintiles SOPs unless otherwise
      indicated. A change of
      SOP’s
      may result in a cost change of the affected services. Prana is welcome to
      undertake an on-site inspection
      of Quintiles SOPs.

     

    Study
      Assumptions

    


    
      	
              Number
                of included subjects

            	 	
              80
                Alzheimer Patients

            
	
              Number
                of Safety Samples

            	 	
              500
                Samples

            
	
              Clinical
                Chemistry:

            	 	
              According
                to Specification of Clinical Chemistry (See
                Attached)

            


    

     

    
      	
              Additional
                Scope

            
	
              þ

            	
               

            	
              Protocol
                amendments

            
	
              
                
                  þ

                

              

            	
               

            	
              Additional
                protocol assessments not detailed in the protocol, i.e. laboratory
                sampling etc.

            
	
              
                
                  þ

                

              

            	
               

            	
              Regulatory
                Affairs consulting (involving a technical review of proposed protocol
                to
                ensure that supportive data is in compliance with European
                Regulations).

            
	
              
                
                  þ

                

              

            	
               

            	
              Subjects
                replaced due to study related withdrawals

            
	
              
                
                  þ

                

              

            	
               

            	
              Courier
                costs including documentation transportation

            
	
              
                
                  þ

                

              

            	
               

            	
              Analysis
                of additional safety samples SEK 1 734

            
	
              
                
                  þ

                

              

            	
               

            	
              Analyses
                of samples at non-office hours SEK 1128 per hour

            
	
              
                
                  þ

                

              

            	
               

            	
              Analysis
                report in Excel format according to Quintiles standard, SEK analysis
                price
                x 2,75

            
	
              
                
                  þ

                

              

            	
               

            	
              Sample
                preparations SEK 60 per sample

            
	
              
                
                  þ

                

              

            	
               

            	
              Preparation
                of labels SEK 1 128 per hour

            
	
              
                
                  þ

                

              

            	
               

            	
              Analysis
                of express samples SEK analysis price x 2,75

            
	
              
                
                  þ

                

              

            	
               

            	
              Sample
                kits for PK samples 50 SEK per kit

            
	
              
                
                  þ

                

              

            	
               

            	
              Non
                Quintiles AB standard photocopying and faxing of source documents
                to
                Sponsor i.e. CRFs

            
	
              
                
                  þ

                

              

            	
               

            	
              Storage
                of samples and investigational product when clinical part of study
                has
                been completed

            
	
              
                
                  þ

                

              

            	
               

            	
              Time
                needed for any study specific audits performed by Sponsor or the
                authorities.

            


    

     

    
      
        
        

      

      
        19
          of
          36

        
          

        

      

      
        
        

      

    

    

      
        	
                Description
                  of services provided

              	 
	
                1.

              	
                Screening
                  costs

              	 
	 	 	 
	
                Includes
                  haematology,
                  biochemistry, hepatitis B, C, HIV, urinalysis, drug and alcohol
                  screen.

              
	 
	
                Screening
                  labs

              	 
	
                
                  þ

                

              	
                100
                  samples

              	
                SEK
                  264,050

              
	
                
                  
                    þ

                  

                

              	
                100
                  sampling kits à
                  SEK
                  50

              	 
	
                For study
                  specific assessments please see “Specification of Clinical chemistry”.

              
	 
	
                2.

              	
                In-study
                  costs (including post-screen)

              	 
	 	 	 
	
                In-

              	
                study
                  labs

              	 
	
                
                  
                    þ

                  

                

              	
                320
                  samples

              	
                SEK
                  420,160

              
	
                
                  
                    þ

                  

                

              	
                320
                  sampling kits à SEK 50

              	 
	 	 	 
	
                Post
                  study labs

              	 
	
                
                  
                    þ

                  

                

              	
                80
                  samples

              	
                SEK
                  114,640

              
	
                
                  
                    þ

                  

                

              	
                80
                  sampling kits à SEK 50

              	 
	 	 	 
	
                CSF
                  Sample Kits

              	 
	
                
                  
                    þ

                  

                

              	 	
                SEK
                  9 000

              
	
                
                  
                    þ

                  

                

              	
                180
                  sampling kits at SEK 50

              	 
	 	 	 
	
                A.

              	 	 
	
                B.

              	 	 
	
                C.

              	
                Also
                  included in clinical chemistry services

              	 
	
                
                  
                    þ

                  

                

              	
                Sample
                  description

              	 
	
                
                  
                    þ

                  

                

              	
                Written
                  analytical report in Quintiles AB format, by fax and mail.

              	 
	
                
                  
                    þ

                  

                

              	
                Retention
                  of study data for 10 years.

              	 
	
                See
                  also “Specification of Clinical chemistry”

                                                                           
                  Time limit

              	 
	
                Projects
                  will be active for 12 months following completion of the last scheduled
                  activity (e.g. last subject out or final report). Any requests
                  for data
                  clarifications, copies of archived documentation or similar will
                  be
                  handled within the specified budget during this 12-month period.
                  Thereafter any services will be charged at Quintiles current hourly
                  rates.

              


      

    

     

    
      
        
        

      

      
        20
          of
          36

        
          

        

      

      
        
        

      

    

    Specification
      of clinical chemistry

     

    Analyses
      to be performed are listed below. Also included Quintiles Uppsala full range
      of
      analyses for the Prana
      to
      review

     

    
      	
              Haematology

            	 	
              Screening
                

            	
               

            	
              During
                

            	
               

            	
              Follow
                Up

            	
               

            
	
              B-Differential
                white blood cells

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-Eryt.
                Sediment.rate

            	 	 	 	 	 	 	 	 	 	 
	
              B-Heamoglobin

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-Hematocrit
                (EVF)

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-MCH

            	 	 	 	 	 	 	 	 	 	 
	
              B-MCHC

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-MCV

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-Platelets

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-Red
                Blood cells

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              B-Reticulocytes

            	 	 	 	 	 	 	 	 	 	 
	
              B-White
                blood cells

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              Extra
                haematology analysis

            	 	 	 	 	 	 	 	 	 	 
	
              Coagulation

            	 	 	 	 	 	 	 	 	 	 
	
              P-APTT

            	 	 	 	 	 	 	 	 	 	 
	
              P-Prothrombin
                complex

            	 	 	 	 	 	 	 	 	 	 
	
              Fibrinogen

            	 	 	 	 	 	 	 	 	 	 
	
              Antithrombin
                III

            	 	 	 	 	 	 	 	 	 	 
	
              Fibrin
                D-Dimer

            	 	 	 	 	 	 	 	 	 	 
	
              Clinical
                Chemistry

            	 	 	 	 	 	 	 	 	 	 
	
              HbAlC

            	 	 	 	 	 	 	 	 	 	 
	
              A/G
                ratio

            	 	 	 	 	 	 	 	 	 	 
	
              Laktat

            	 	 	 	 	 	 	 	 	 	 
	
              S-ALAT

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Albumin

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-alfal-Microglobuline

            	 	 	 	 	 	 	 	 	 	 
	
              S-Alkaline
                phosphat

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Amylase

            	 	 	 	 	 	 	 	 	 	 
	
              S-ASAT

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-beta2-Microglobuline

            	 	 	 	 	 	 	 	 	 	 
	
              S-Bicarbonate

            	 	 	 	 	 	 	 	 	 	 
	
              S-Bilirubin
                (conjug)

            	 	 	 	 	 	 	 	 	 	 
	
              S-Bilirubin
                (total)

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Bilirubin
                (unconj.)

            	 	 	 	 	 	 	 	 	 	 
	
              S-Calcium

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 


    

    


    
      
        
        

      

      
        21
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              S-Calcium
                (albmodif)

            	 	 	 	 	 	 	 	 	 	 
	
              S-Chloride

            	 	 	 	 	 	 	 	 	 	 
	
              S-Cholesterol

            	 	 	 	 	 	 	 	 	 	 
	
              S-Creatinine
                kinase

            	 	 	 	 	 	 	 	 	 	 
	
              S-Creatine
                kinase MB

            	 	 	 	 	 	 	 	 	 	 
	
              S-Creatinine

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-CRP

            	 	 	 	 	 	 	 	 	 	 
	
              S-Cystatin
                C

            	 	 	 	 	 	 	 	 	 	 
	
              S-Ferritin

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Free
                fatty acid

            	 	 	 	 	 	 	 	 	 	 
	
              S-Fruktosamine

            	 	 	 	 	 	 	 	 	 	 
	
              S-GGT

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Glucose

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-Haptoglobin

            	 	 	 	 	 	 	 	 	 	 
	
              S-HDL

            	 	 	 	 	 	 	 	 	 	 
	
              S-Iron

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-LD

            	 	 	 	 	 	 	 	 	 	 
	
              S-LDL

            	 	 	 	 	 	 	 	 	 	 
	
              S-Magnesium

            	 	 	 	 	 	 	 	 	 	 
	
              S-N-acetylglucosaminidase

            	 	 	 	 	 	 	 	 	 	 
	
              S-Orosomucoid

            	 	 	 	 	 	 	 	 	 	 
	
              S-Osmolality

            	 	 	 	 	 	 	 	 	 	 
	
              S-Phosphate

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Potassium

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Protein
                (total)

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Sodium

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-TIBC

            	 	 	 	 	 	 	 	 	 	 
	
              S-Transferrin

            	 	 	 	 	 	 	 	 	 	 
	
              S-Triglycerides

            	 	 	 	 	 	 	 	 	 	 
	
              S-UREA

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-Uric
                Acid

            	 	 	 	 	 	 	 	 	 	 
	
              S-TIBC

            	 	 	 	 	 	 	 	 	 	 
	
              S-Myoglobin

            	 	 	 	 	 	 	 	 	 	 
	
              S-
                Zinc (External Lab)

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-
                Copper ( External Lab )

            	 	 	
              1

            	 	 	
              4

            	 	 	
              4

            	 
	
              Extra
                serum analyses

            	 	 	 	 	 	 	 	 	 	 
	
              Urine

            	 	 	 	 	 	 	 	 	 	 
	
              Creatinine
                clearance

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 


    

    


    
      
        
        

      

      
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              Creatinine
                clearance according to customer

            	 	 	 	 	 	 	 	 	 	 
	
              U-Albumin

            	 	 	 	 	 	 	 	 	 	 
	
              U-Alkaline
                Phosphatase

            	 	 	 	 	 	 	 	 	 	 
	
              U-alpha
                1 -Microglobuline

            	 	 	 	 	 	 	 	 	 	 
	
              U-beta2-Microglobuline

            	 	 	 	 	 	 	 	 	 	 
	
              U-Chloride

            	 	 	 	 	 	 	 	 	 	 
	
              U-Creatinine

            	 	 	 	 	 	 	 	 	 	 
	
              U-GGT

            	 	 	 	 	 	 	 	 	 	 
	
              U-Glucose

            	 	 	 	 	 	 	 	 	 	 
	
              U-LD

            	 	 	 	 	 	 	 	 	 	 
	
              U-N-acetylglucosaminidase

            	 	 	 	 	 	 	 	 	 	 
	
              U-Osmolality

            	 	 	 	 	 	 	 	 	 	 
	
              U-Potassium

            	 	 	 	 	 	 	 	 	 	 
	
              U-Pregnancy
                test

            	 	 	 	 	 	 	 	 	 	 
	
              U-Sediment

            	 	 	 	 	 	 	 	 	 	 
	
              U-Sodium

            	 	 	 	 	 	 	 	 	 	 
	
              U-Urea

            	 	 	 	 	 	 	 	 	 	 
	
              Urine
                Microscopy for Casts and RBC

            	 	 	
              1

            	 	 	 	 	 	
              1

            	 
	
              Extra
                urine analysis

            	 	 	 	 	 	 	 	 	 	 
	
              Extra
                urine analysis

            	 	 	 	 	 	 	 	 	 	 
	
              U-stix

            	 	 	 	 	 	 	 	 	 	 
	
              U-Bilirubin

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Glucose

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Ketones

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Nitrite

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Opiates

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-pH

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Protein

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Red
                blood cells

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Specific
                Gravity

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              U-Urobilinogen

            	 	 	 1	 	 	
              4

            	 	 	
              1

            	 
	
              U-White
                blood cells

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              Other
                analyses

            	 	 	 	 	 	 	 	 	 	 
	
              S-Anti-HCV

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-Anti-HIVl/HIV2

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-B12

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 


    

    


    
      
        
        

      

      
        23
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          36

        
          

        

      

      
        
        

      

    

    


    
      	
              Cobalamine

            	 	 	 	 	 	 	 
	
              S-E2

            	 	 	 	 	 	 	 
	
              S-Estradiol

            	 	 	 	 	 	 	 
	
              FOB

            	 	 	 	 	 	 	 	 	 	 
	
              S-Folat

            	 	 	
              1

            	 	 	
              4

            	 	 	
              1

            	 
	
              S-FSH
                ( half the population)

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-fT4

            	 	 	 	 	 	 	 	 	 	 
	
              S-fT3

            	 	 	 	 	 	 	 	 	 	 
	
              Hbc
                IgM

            	 	 	 	 	 	 	 	 	 	 
	
              S-HBsAg

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-hCG

            	 	 	 	 	 	 	 	 	 	 
	
              S-Helicobakter
                Pylori

            	 	 	 	 	 	 	 	 	 	 
	
              S-Hepatitis
                A IgM

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              S-Insulin

            	 	 	 	 	 	 	 	 	 	 
	
              S-Luteinizing
                Hormone (LH)

            	 	 	 	 	 	 	 	 	 	 
	
              S-Prolactine

            	 	 	 	 	 	 	 	 	 	 
	
              RBC-Folat

            	 	 	 	 	 	 	 	 	 	 
	
              S-Pregnancy
                test

            	 	 	 	 	 	 	 	 	 	 
	
              S-Sex
                Hormone Binding Globuline (SHBG)

            	 	 	 	 	 	 	 	 	 	 
	
              S-Testosterone

            	 	 	 	 	 	 	 	 	 	 
	
              S-TSH

            	 	 	
              1

            	 	 	 	 	 	 	 
	
              CSF
                Analyses ( External Lab)

            	 	 	 	 	 	 	 	 	 	 
	
              Zinc

            	 	 	
              1
                (Baseline)

            	
               

            	
               

            	
              1
                (Visit 6)

            	
               

            	 	 	 
	
              Copper

            	 	 	
              1
                (Baseline)

            	
               

            	
               

            	
              1
                (Visit 6)

            	
               

            	 	 	 


    

    


    
      
        
        

      

      
        24
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          36

        
          

        

      

      
        
        

      

    

     

    TIMELINES

     

    
      	
              Timelines

            
	
              Quintiles
                involvement begins

            	
              May
                2006

            
	
              First
                patient in

            	
              September
                2006

            
	
              Last
                patient in

            	
              December
                2006

            
	
              Last
                patient out

            	
              April
                2007

            
	
              Database
                lock

            	
              May
                2007

            
	
              Availability
                of all statistical outputs

            	
              June
                2007

            
	
              Draft
                integrated clinical trial report

            	
              Mid
                June 2007

            
	
              Final
                integrated clinical trial report

            	
              Mid
                July 2007

            
	
              Quintiles
                involvement ends

            	
              August
                2007

            


    

    


    
      
        
        

      

      
        25
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    ATTACHMENT
      2 

    BUDGET
      AND PAYMENT SCHEDULE

     

    
      	
              ACTIVITY

            	
               

            	
              UNIT

            	
               

            	
              NUMBER
                OF UNITS

            	
               

            	
              COST/UNIT

            	
               

            	
              TOTAL
                HOURS

            	
               

            	
              TOTAL
                

              COST ($)

            	
               

            	
              ASSUMPTIONS

            	
               

            
	
              STUDY
                MATERIAL DEVELOPMENT

            	 	 	 	 	 	 	 	 	 	 	 	
              68.00

            	 	 	
              12,663.00

            	 	 	 	 
	
              Protocol
                development/review

            	 	 	
              Protocol

            	 	 	
              1.00

            	 	 	
              1,673.00

            	 	 	
              8.00

            	 	 	
              1,673.00

            	 	 	 	 
	
              CRF
                development/review

            	 	 	
              CRF

            	 	 	
              1.00

            	 	 	
              1,389.00

            	 	 	
              8.00

            	 	 	
              1,389.00

            	 	 	 	 
	
              Study
                reference manual

            	 	 	
              Manual

            	 	 	
              1.00

            	 	 	
              9,601.00
                

            	 	 	
              52.00

            	 	 	
              9,601.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              STUDY
                START-UP

            	 	 	 	 	 	 	 	 	 	 	 	
              542.00

            	 	 	
              107,235.00

            	 	 	 	 
	
              Kick-off
                meeting

            	 	 	
              Meeting

            	 	 	
              1.00

            	 	 	20,994.00	 	 	
              120.00

            	 	 	
              20,994.00

            	 	 	
              1 Kick off meeting,

              attended by PM, PA,

              CTL, CTA, DM Lead,

              Biostats and
                Pharmacovigilance

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Project
                planning and team training

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              18,827.00

            	 	 	
              70.00

            	 	 	
              18,827.00

            	 	 	 	 
	
              Site
                identification

            	 	 	
              Identified
                site

            	 	 	
              13.00

            	 	 	
              623.92

            	 	 	
              41.00

            	 	 	
              8,111.00

            	 	 	 	 
	
              Site
                selection visits

            	 	 	
              Visit

            	 	 	
              8.00

            	 	 	
              2,600.75

            	 	 	
              104.00

            	 	 	
              20,806.00

            	 	 	 	 
	
              Ethics
                committee applications

            	 	 	
              Application

            	 	 	
              1.00

            	 	 	
              857.29

            	 	 	
              30.00

            	 	 	
              6,001.00

            	 	 	 	 
	
              Negotiate
                investigator contracts

            	 	 	
              Initiated
                site

            	 	 	
              7.00

            	 	 	
              1,067.86

            	 	 	
              42.00

            	 	 	
              7,475.00

            	 	 	 	 
	
              Site
                initiation visits

            	 	 	
              Visit

            	 	 	
              7.00

            	 	 	
              3,000.71

            	 	 	
              105.00

            	 	 	
              21,005.00

            	 	 	 	 
	
              Assemble
                and ship study documents

            	 	 	
              Initiated
                site

            	 	 	
              7.00

            	 	 	
              573.71

            	 	 	
              30.00

            	 	 	
              4,016.00

            	 	 	 	 
	 	 	 	 	 	 	
            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              REGULATORY
                ACTIVITIES

            	 	 	 	 	 	 	 	 	 	 	 	
              77.00

            	 	 	
              12,379.00

            	 	 	 	 
	
              Regulatory
                Support & Consulting

            	 	 	
              Study
                month

            	 	 	
              14.96

            	 	 	
              216.02

            	 	 	
              16.00

            	 	 	
              3,232.00

            	 	 	 	 
	
              Submission
                of Regulatory Applications

            	 	 	
              Country
                

              submission

            	 	 	
              1.00

            	 	 	
              8,158.00

            	 	 	
              55.00

            	 	 	
              8,158.00

            	 	 	 	 
	
              European
                Clinical Trial Directive Compliance

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              989.00

            	 	 	
              6.00

            	 	 	
              989.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              INVESTIGATOR
                MEETING

            	 	 	 	 	 	 	 	 	 	 	 	
              144.00

            	 	 	
              28,739.00

            	 	 	 	 
	
              Meeting
                planning and coordination

            	 	 	
              Meeting

            	 	 	
              1.00

            	 	 	
              10,414.00

            	 	 	
              44.00

            	 	 	
              10,414.00

            	 	 	
              1
                Investigator Meeting,

              attended
                by PM, CTL,

              CTA,
                DM Lead, Pharmacovigilance

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Meeting
                travel and attendance

            	 	 	
              Meeting

            	 	 	
              1.00

            	 	 	
              18,325.00

            	 	 	
              100.00

            	 	 	
              18,325.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CLINICAL
                MONITORING & SITE  MANAGEMENT

            	 	 	 	 	 	 	 	
              1,062.00

            	 	 	
              206,719.00

            	 	 	 	 
	
              Interim
                monitoring visits

            	 	 	
              Visit

            	 	 	
              49.00

            	 	 	
              3,132.80

            	 	 	
              756.00

            	 	 	
              153,507.00

            	 	 	 	 
	
              Site
                contact/in-house monitoring

            	 	 	
              Clinical
                month

            	 	 	
              12.19

            	 	 	
              3,095.31

            	 	 	
              196.00

            	 	 	
              37,739.00

            	 	 	 	 
	
              Maintenance
                of study files

            	 	 	
              Clinical
                month

            	 	 	
              12.19

            	 	 	
              1,009.57

            	 	 	
              91.00

            	 	 	
              12,309.00

            	 	 	 	 
	
              Investigator
                Payment Administration

            	 	 	
              Payment

            	 	 	
              4.06

            	 	 	
              778.52

            	 	 	
              19.00

            	 	 	
              3,164.00

            	 	 	
              Assumes
                quarterly
                payments

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SITE
                CLOSE-OUT

            	 	 	 	 	 	 	 	 	 	 	 	
              131.00

            	 	 	
              27,044.00

            	 	 	 	 
	
              Close-out
                visits

            	 	 	
              Visit

            	 	 	
              7.00

            	 	 	
              3,708.86

            	 	 	
              126.00

            	 	 	
              25,962.00

            	 	 	 	 
	
              Study
                archiving

            	 	 	
              Active
                site

            	 	 	
              7.00

            	 	 	
              154.57

            	 	 	
              5.00

            	 	 	
              1,082.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              MEDICAL
                SUPPORT

            	 	 	 	 	 	 	 	 	 	 	 	
              188.00

            	 	 	
              45,174.00

            	 	 	 	 
	
              CRA
                and site support

            	 	 	
              Study
                month

            	 	 	
              14.96

            	 	 	
              3,019.34

            	 	 	
              188.00

            	 	 	
              45,174.00

            	 	 	 	 


    

    



    
      
        
        

      

      
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              PHARMACOVIGILANCE

            	 	 	 	 	 	 	 	 	 	 	 	
              383.00

            	 	 	
              61,142.00

            	 	 	 	 
	
              Safety
                database and project set-up

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              18,048.00

            	 	 	
              94.00

            	 	 	
              18,048.00

            	 	 	 	 
	
              SAE
                processing

            	 	 	
              SAE

            	 	 	
              24.00

            	 	 	
              1,188.58

            	 	 	
              216.00

            	 	 	
              28,526.00

            	 	 	 	 
	
              Medical
                review of SAEs

            	 	 	
              SAE

            	 	 	
              24.00

            	 	 	
              271.71

            	 	 	
              24.00

            	 	 	
              6,521.00

            	 	 	 	 
	
              Regulatory
                reporting

            	 	 	
              Expedited
                SAE

            	 	 	
              2.00

            	 	 	
              678.50

            	 	 	
              9.00

            	 	 	
              1,357.00

            	 	 	 	 
	
              Investigator
                alert letters

            	 	 	
              Alert
                letter

            	 	 	
              28.00

            	 	 	
              17.68

            	 	 	
              4.00

            	 	 	
              495.00

            	 	 	 	 
	
              Project
                administration and system maintenance

            	 	 	
              Clinical
                month

            	 	 	
              12.19

            	 	 	
              508.11

            	 	 	
              36.00

            	 	 	
              6,195.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              DATA
                MANAGEMENT

            	 	 	 	 	 	 	 	 	 	 	 	
              961.00

            	 	 	
              110,588.00

            	 	 	 	 
	
              Database
                design and build

            	 	 	
              Unique
                CRF

            	 	 	
              11.00

            	 	 	
              4,877.73

            	 	 	
              480.00

            	 	 	
              53,655.00

            	 	 	 	 
	
              Database
                QC

            	 	 	
              Patient

            	 	 	
              80.00

            	 	 	
              8.69

            	 	 	
              4.00

            	 	 	
              695.00

            	 	 	 	 
	
              Data
                monitoring

            	 	 	
              DCF
                issued

            	 	 	
              81.00

            	 	 	
              98.05

            	 	 	
              97.00

            	 	 	
              7,942.00

            	 	 	 	 
	
              Data
                import/export

            	 	 	
              Import

            	 	 	
              10.00

            	 	 	
              371.10

            	 	 	
              34.00

            	 	 	
              3,711.00

            	 	 	 	 
	
              Database
                maintenance and management

            	 	 	
              DM
                month

            	 	 	
              10.65

            	 	 	
              2,697.84

            	 	 	
              235.00

            	 	 	
              28,732.00

            	 	 	 	 
	
              Data
                coding

            	 	 	
              Coded
                item

            	 	 	
              640.00

            	 	 	
              7.88

            	 	 	
              57.00

            	 	 	
              5,040.00

            	 	 	
               

            	 
	
              EDC
                training

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              10,813.00

            	 	 	
              54.00

            	 	 	
              10,813.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              BIOSTATISTICS

            	 	 	 	 	 	 	 	 	 	 	 	
              788.00

            	 	 	
              118,966.00

            	 	 	 	 
	
              Consulting
                and analysis plan

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              25,295.00

            	 	 	
              162.00

            	 	 	
              25,295.00

            	 	 	 	 
	
              Data
                manipulation

            	 	 	
              Study

            	 	 	
              1.00

            	 	 	
              26,663.00

            	 	 	
              197.00

            	 	 	
              26,663.00

            	 	 	 	 
	
              Final
                tables, figures and listings 

            	 	 	
              Output
                

            	 	 	
              105.00
                

            	 	 	
              509.54

            	 	 	
              391.00

            	 	 	
              53,502.00
                

            	 	 	 	 
	
              DSMB
                support

            	
               

            	
               

            	
              Study

            	 	 	 1.00	 	 	
              7,958.00

            	 	 	 37.50	
            	 	 7,958.00	 	 	 	 
	
              Biostatistical
                report

            	 	 	
              Report

            	 	 	
              1.00

            	 	 	
              5,548.00

            	 	 	
              38.00

            	 	 	
              5,548.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              MEDICAL
                WRITING

            	 	 	 	 	 	 	 	 	 	 	 	
              265.00

            	 	 	
              51,977.00

            	 	 	 	 
	
              Integrated
                study report

            	 	 	
              Report

            	 	 	
              1.00

            	 	 	
              51,977.00

            	 	 	
              265.00

            	 	 	
              51,977.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              PROJECT
                MANAGEMENT

            	 	 	 	 	 	 	 	 	 	 	 	
              1,869.00

            	 	 	
              403,802.00

            	 	 	 	 
	
              Project
                management

            	 	 	
              Study
                month

            	 	 	
              14.96

            	 	 	
              5,762.31

            	 	 	
              413.00

            	 	 	
              86,213.00

            	 	 	 	 
	
              Clinical
                management

            	 	 	
              Clinical
                month

            	 	 	
              12.19

            	 	 	
              16,795.51

            	 	 	
              919.00

            	 	 	
              214,951.00

            	 	 	 	 
	
              Client
                meetings

            	 	 	
              Meeting

            	 	 	
              2.00

            	 	 	
              18,793.50

            	 	 	
              188.00

            	 	 	
              37,587.00

            	 	 	 	 
	
              Client
                teleconferences

            	 	 	
              Teleconference

            	 	 	
              14.96

            	 	 	
              766.30

            	 	 	
              59.00

            	 	 	
              11,465.00

            	 	 	 	 
	
              Internal
                team meetings

            	 	 	
              Study
                month

            	 	 	
              14.96

            	 	 	
              3,581.58

            	 	 	
              290.00

            	 	 	
              53,586.00

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
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    CENTRAL
      LABORATORIES

    


    
      	
              Services

            	 	
              Cost
                (SEK)

            	 	
              Cost
                (USD)

            	 
	
              Screening
                Costs

            	 	 	 	 	 	 	 
	
              Screening
                labs

            	 	 	
              264,050

            	 	 	
              36,944

            	 
	
              In-study
                labs (incl post-study)

            	 	 	
              534,800

            	 	 	
              74,826

            	 
	
              Administrating/Shipping
                Costs

            	 	 	 	 	 	 	 
	
              Administration
                Clinical Chemistry

            	 	 	
              28,782

            	 	 	
              3,643

            	 
	
              Sample
                kit Blood 50SEK/Kit

            	 	 	
              25,000

            	 	 	
              3,498

            	 
	
              Sample
                Kits CSF 50SEK/Kit

            	 	 	
              9,000

            	 	 	
              1,259

            	 
	
              Total
                

              Discount
                of 5% on Professional Fees

            	 	 	
              861,632
                

              -43,081
                

              818,551

            	 	 	
              120,554

              -6,027

              114,527

            	 


    

    Additional
      Samples
      to be analysed at Karolinska Hospital Laboratory

    
      	
              Services

            	 	
              Cost
                (SEK)

            	 	
              Cost
                (USD)

            	 
	
              Sample

            	 	 	 	 	 	 	 
	
              S-Zinc
                480x194SEK

            	 	 	
              93,120

            	 	 	
              13,035

            	 
	
              S-Copper
                480x210SEK

            	 	 	
              100,800

            	 	 	
              14,110

            	 
	
              CSF-Zinc160x194SEK

            	 	 	
              31,040

            	 	 	
              4,346

            	 
	
              CSF-Copper160x512SEK

            	 	 	
              81,920

            	 	 	
              11,470

            	 
	
              Total
                (External LAB Costs)

            	 	 	
              306,880

            	 	 	
              42,961

            	 


    

     TOTAL  

    
      	
              Quintiles
                Laboratory

            	 	 	
              818,551

            	 	 	
              114,527

            	 
	
              Karolinska
                Laboratory (External)

            	 	 	
              306,880

            	 	 	
              42,961

            	 
	
              Total
                Cost

            	 	 	
              1,125,431
                SEK

            	 	 	
              157,488
                USD

            	 


    

    


     

    
      	
              TOTAL
                LABOUR FEES

            	 	 	
              1,343,916.00

            	 
	 	 	 	 	 
	
              Study
                Passthroughs

            	 	 	
              117,980.16

            	 
	
              Regulatory
                expenses

            	 	 	
              6,460.00

            	 
	
              Investigator
                meeting expenses

            	 	 	
              11,100.00

            	 
	
              Clinical
                monitoring travel

            	 	 	
              34,944.00

            	 
	
              Client/training
                meeting expenses

            	 	 	
              37,762.00

            	 
	
              Translations

            	 	 	
              886.00

            	 
	
              Printing
                & courier costs

            	 	 	
              2,217.48

            	 
	
              Other
                expenses (specify)

            	 	 	
              22,624.68

            	 
	 	 	 	 	 
	
              GRAND
                TOTAL

            	 	 	
              1,461,896.16

            	 


    

    


     

    
      	
              Currency Exchange Rate Effective as of:

            	 	
              Wed:
                l-Feb-2006

            
	
              Proposal
                Currency:

            	 	
              US
                Dollar

            
	
              Exchange
                Rates:

            	 	
              1USD
                =

            
	 	 	
              0.8257
                

            	
                 EUR  

            	
              Euro

            
	 	 	
              1
                

            	
              USD

            	
              US
                Dollar

            
	 	 	
              0.5643
                

            	
              GBP

            	
              United Kingdom Pound

            
	 	 	
              7.6182
                

            	
              SEK

            	
              Swedish
                Krona

            


    

    


    
      
        
        

      

      
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    PAYMENT
      SCHEDULE

     

    Professional
      Fees 

     

    Milestone
      Payments

    
      	
              Milestone

            	 	
               Total
                (USD)

            	 
	
              Signature
                of LOI

            	 	 	
              116,083

            	 
	
              Signature
                of GSA

            	 	 	
              107,513

            	 
	
              25%
                of Patients Randomised

            	 	 	
              89,789

            	 
	
              75%
                of Patients Randomised

            	 	 	
              89,789

            	 
	
              Last
                Patient In Treatment Start

            	 	 	
              53,757

            	 
	
              100%
                Sites Closed

            	 	 	
              53,752

            	 
	
              Quintiles
                Involvement Ends

            	 	 	
              26,878

            	 
	
              Total

            	 	 	
              537,561

            	 


    

     

    
      Monthly
        Payments 

    

    
      	
              Month

            	 	
               Total
                (USD)

            	 
	
              July
                2006

            	 	 	
              62,027

            	 
	
              August,
                2006

            	 	 	
              62,027

            	 
	
              September,
                2006

            	 	 	
              62,027

            	 
	
              October,
                2006

            	 	 	
              62,027

            	 
	
              November,
                2006

            	 	 	
              62,027

            	 
	
              December,
                2006

            	 	 	
              62,027

            	 
	
              January,
                2007

            	 	 	
              62,027

            	 
	
              February,
                2007

            	 	 	
              62,027

            	 
	
              March,
                2007

            	 	 	
              62,027

            	 
	
              April,
                2007

            	 	 	
              62,027

            	 
	
              May,
                2007

            	 	 	
              62,027

            	 
	
              June,
                2007

            	 	 	
              62,027

            	 
	
              July,
                2007

            	 	 	
              62,027

            	 
	
              Total

            	 	 	
              806.355
                

            	 
	 	 	 	 	 
	
              Grand
                Total

            	 	 	
              1,343,916
                

            	 


    

     

    Estimated
      Pass-through Expenses

     

    Pass-through
      expenses are estimated to be $117,980.16. Pass-through expenses will be invoiced
      monthly based on actual
      expenses incurred by Quintiles in conjunction with the services of the contract.
      This will be reconciled upon final
      invoice.

     

    Third
      party costs

     

    Some
      additional costs might be incurred during the course of the study, which would
      be treated as pass through costs,
      and invoiced to Prana Biotechnology with a 5% handling charge where
      appropriate.

     

    
      
        
        

      

      
        29
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    ATTACHMENT
      3 TO GENERAL SERVICES AGREEMENT CLINICAL
      TRIAL AGREEMENT

     

    Made
      between «INVNAME»,
      having
      a
      place of business at [address]
      (the
      “Investigator”), «SITENAME»,
      having
      a
      place of business at [address]
      (the
      “Institution";, [if
      applicable, add «Research Company» at «RCADD»]
      (the
      “Research Company”) and [insert
      name of Quintiles entity], having
      a
      place of business at
      [insert
      address] (“Quintiles")
      representing the interests of [SPONSOR
      LEGAL NAME] (the
      “Sponsor”).

     

    
      	
              PROTOCOL
                NUMBER:

            	 
	
              PROTOCOL
                TITLE:

            	 
	
              PROTOCOL
                DATE:

            	 
	
              SPONSOR:

            	 
	
              PRINCIPAL INVESTIGATOR:

            	
              «INVNAME»

              Note:
                If Investigator is not a party to the Agreement, then Investigator
                must be
                an actual employee of the Institution, and the following language
                must be
                included after the Investigator's
                name: “an employee of
                Institution"

            


    

     

    WHEREAS,
      the
      Investigator and Institution [or “and Research Company”], if any, (hereafter,
      jointly, the "Site”)
      are willing to conduct a clinical trial (the “Study"), in accordance with the
      above-referenced protocol and
      any
      subsequent amendments thereto (the “Protocol”) and Quintiles requests the Site
      to undertake such
      Study;

     

    NOW
      THEREFORE, the
      following is agreed:

     

    
      
        
          	1.	
                  Quintiles
                    hereby appoints the Site to conduct the Study, and the Site agrees
                    to
                    ensure that the Site
                    and the Site's employees, agents, and staff will conduct the
                    Study in
                    accordance with the Protocol,
                    the terms of this agreement, including the Terms and Conditions
                    attached
                    as Attachment
                    A, the Payment Schedule and Budget attached as Attachment B,
                    and any other
                    the attachments
                    hereto, which all are incorporated by reference herein (the “Agreement”),
                    good clinical
                    practices, and all applicable laws and regulations. The Site
                    hereby
                    confirms that it has enough
                    time and resources to perform the Study according to the highest
                    quality
                    standards.

                


        

      

    

     

    
      
        
          	2.	
                  Payments
                    shall be made in accordance with the provisions set forth in
                    Attachment B,
                    with the last payment
                    being made after the Site completes all its obligations hereunder,
                    and
                    Quintiles has received
                    all completed case report forms (“CRFs”) and, if Quintiles requests, all
                    other Confidential Information
                    as defined in Attachment A, Section 2 (Confidential and Proprietary
                    Information). The Site will act as an independent contractor,
                    and shall
                    not be considered the employee or agent of Quintiles
                    or Sponsor. Neither Quintiles nor Sponsor shall be responsible
                    for any
                    employee benefits,
                    pensions, workers' compensation, withholding, or employment-related
                    taxes
                    as to the Site.
                    The Site acknowledges and agrees that Investigator's judgment
                    with respect
                    to Investigator's advice to and care of each subject is not affected
                    by
                    the compensation Site receives
                    hereunder. The parties agree that the payee designated below
                    is the proper
                    payee for this
                    Agreement, and that payments under this Agreement will be made
                    only to the
                    following payee (the
“Payee”):

                


        

      

    


    
      
        
        

      

      
        30
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                PAYEE
                  NAME: 

                Please
                  note: This should
                  be a business name
                  and must match
                  the business name used to file for your
                  tax EIN or other tax
                  ID number

              	
                «PayeeName»

              
	
                PAYEE
                  ADDRESS: 

                Please
                  Note: this should
                  be street address,
                  not a PO Box 

              	
                «PayeeAddress»

                _______________________________________________________

                «PayeeAddress2»

                _______________________________________________________

                 «PayeeCity»,
                  «PayeeState» «PayeePostal_Code»

                _______________________________________________________

                 

              
	
                TAX
                  ID NUMBER 

                [For
                  Canada, Insert: GST
                  & PROVINCIAL TAX
                  IF APPLICABLE] 

              	
                THE
                  TAX ID MUST EXACTLY MATCH THE PAYEE NAME INDICATED
                  ABOVE 

                _______________________________________________________

                For
                  Canada: 

                GST
                  tax number or applicable provincial tax number 

                _______________________________________________________

                or
                  Tax exempt _____________

              


      

    

     

    If
      the Payee is in the United States of America (“U.S.”), the Payee's
9
      Digit
      Tax Identification
      Number and SSN/EIN designation will be required before any payments can
be
      made under this Agreement.

     

    [For
      Canada, include “If the Payee is in Canada, the Payee's applicable tax numbers
      or Tax exempt status designation will be required before any payment can be
      made
      under this Agreement.”]

     

    Site
      will have thirty (30) days from the receipt of final payment to dispute any
      payment discrepancies
      during the course of the Study.

     

    The
      parties acknowledge that the designated Payee is authorized to receive all
      of
      the payments for the services performed under this Agreement. If the
      Investigator is not the Payee, then the Payee's
      obligation to reimburse the Investigator will be determined by a separate
      agreement between
      Investigator and Payee, which may involve different payment amounts and
      different payment
      intervals than the payments made by Quintiles to the Payee. Investigator
      acknowledges
      that if Investigator is not the Payee, Quintiles will not pay Investigator
      even
if
      the Payee fails to reimburse Investigator.

     

    
      	
              3.

            	
              This
                Agreement will become effective on the date on which it is last signed
                by
                the parties and shall
                continue until completion or until terminated in accordance with
                the
                provision in Attachment A.
                In the event of a conflict between the Protocol and this Agreement,
                the
                terms of the Agreement will govern.

            


    

     

    
      	4.	
              [INSERT
                ANY SPECIAL COUNTRY REQUIREMENTS, IF
                APPLICABLE]

            


    

    For
      Sites in the European Union, the following language must be included due to
      Data
      Privacy laws
      and regulations: Prior
      to
      and during the course of the Study, the Site and Site staff may provide
      personal data relating to its investigators, Site staff or other personnel,
      which may be subject
      to data privacy laws or regulations. Such personal data may include names,
      contact information,
      work experience, qualifications, publications, resumes, educational background,
      performance information, facilities, staff capabilities, and other information
      relating to the Site's conduct of clinical trials. If the Site is in the
      European Union, the Sponsor would be the data controller for such personal
      data.
      The Site hereby consents to the use and processing of its personal data and
      the
      personal data of its investigators, staff and personnel for the following
      purposes: a) the conduct of the Study; b) review by governmental or regulatory
      agencies, Sponsor,
      Quintiles, and their agents, and affiliates; c) satisfying legal or regulatory
      requirements; and,
      d)
      storage in databases for use in selecting sites in future clinical trials.
      The
      Site further consents
      to the transfer of such data to countries other than the Site's own country,
      even though data protection may not exist or be as developed in those countries
      as in the Site's own country. The
      Site
      agrees to ensure that its staff and personnel are aware that their personal
      data
      will be used,
      processed and stored for above-stated purposes and may potentially be
      transferred to other
      countries and that they consent to such use, storage and transfer.”



    
      
        
        

      

      
        31
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    For
      Sites in the U.S. insert the following provision: “Institution
      and Principal Investigator agree that their judgment with respect to the advice
      and care of each patient will not be affected by the compensation
      they receive from this Agreement, that such compensation does not exceed the
      fair
      market value of the services they are providing, and that no payments are being
      provided to them
      for
      the purpose of inducing them to purchase or prescribe any drugs, devices or
      products. If the
      Sponsor or Quintiles provides any free products or items for use in the Study,
      Institution and Principal Investigator agree that they will not bill any
      patient, insurer or governmental agency, or any other third party, for such
      free
      products or items. Institution and Principal Investigator agree that they will
      not bill any patient, insurer, or governmental agency for any visits, services
      or expenses
      incurred during the Study for which they have received compensation from
      Quintiles or Sponsor,
      or which are not part of the ordinary care they would normally provide for
      the
      patient.”

     

    ACKNOWLEDGED
      AND AGREED BY [Insert
      legal name of Quintiles entity]

     

    
      	
              By:

            	 	 	 
	
              Title:

            	 	 	 
	
              Date:

            	 	 	 
	 	 	 	 
	
              ACKNOWLEDGED
                AND AGREED BY THE PRINCIPAL INVESTIGATOR:

            
	 	 	 
	
              «INVNAME»

            	 	 
	
              Date:

            	 	 	 
	 	 	 	 
	
              ACKNOWLEDGED
                AND AGREED BY [Insert
                legal name of Institution], if
                applicable:

            
	 	 	 
	
              By:

            	 	 	 
	
              Title
                (must be authorized to sign on Institution's behalf):
                ___________________

            
	
              Date:

            	 	 	 
	 	 	 	 
	
              ACKNOWLEDGED
                AND AGREED BY [Insert
                legal name of Research Company], if 
                applicable:

            
	 	 	 
	
              By:

            	 	 	 
	
              Title
                (must be authorized to sign on Research Company's behalf):
                ___________________

            
	
              Date:

            	 	 	 


    

     

    
      
        
        

      

      
        32
          of
          36

        
          

        

      

      
        
        

      

    

    


    ATTACHMENT
      A 

    TERMS
      AND CONDITIONS

     

    1) Conduct
      of the Study. The
      parties to the attached agreement (the “Agreement”) agree that the clinical
      trial described therein (the “Study”) will be performed in strict accordance
      with the applicable protocol, and any subsequent amendments thereto (the
“Protocol”), applicable federal, state, and local laws, regulations and
      guidelines, and good clinical practices (“GCPs”). The Principal Investigator
      (the “Investigator”) shall review all case report forms (“CRFs”) to ensure their
      accuracy and completeness, shall review and understand the information in the
      investigator's brochure or device labeling instructions, as applicable, shall
      ensure that all informed consent requirements are met, and shall ensure that
      all
      required reviews and approvals (or favorable opinions) by applicable regulatory
      authorities and Institutional Review Boards (“IRBs”) or Independent Ethics
      Committees (“lECs”) are obtained. The Investigator and the institution(s) (the
“Institution”), if any, conducting the trial (jointly, the “Site”) agree to
      ensure that all clinical data are accurate, complete, and legible. The Site
      shall promptly and fully produce all data, records and information relating
      to
      the Study to Quintiles and the sponsor of the Study (the “Sponsor”) and their
      representatives during normal business hours, and shall assist them in promptly
      resolving any questions and in performing audits or reviews of original subject
      records, reports, or data sources. The Site agrees to cooperate with the
      representatives of Quintiles and Sponsor who visit the Site, and the Site agrees
      to ensure that the employees, agents and representatives of the Site do not
      harass, or otherwise create a hostile working environment for, such
      representatives. The Site shall use the drug, device, product or compound being
      tested (the “Investigational Product”), and any comparator products provided in
      connection with the Study, solely for the purpose of properly completing the
      Study and shall maintain all Investigational Product and any comparator products
      in a locked, secured area at all times. Upon completion or termination of the
      Study, the Site shall return all unused Investigational Product, comparator
      products, equipment, and materials and all Confidential Information (as defined
      below).

     

    2) Confidential
      and Proprietary Information. All
      information (including, but not limited to, documents, descriptions, data,
      CRFs,
      photographs, videos and instructions), and materials (including, but not limited
      to, the Investigational Product and comparator products), provided to the Site
      by Quintiles, Sponsor, or their agents, (whether verbal, written or electronic),
      and all data, reports and information, relating to the Study or its progress
      (hereinafter, the “Confidential Information”) shall be the property of Sponsor.
      The Site shall keep the Confidential Information strictly confidential and
      shall
      disclose it only to its employees involved in conducting the Study on a
      need-to-know basis. These confidentiality obligations shall continue until
      ten
      (10) years after completion of the Study, but shall not apply to Confidential
      Information to the extent that it: a) is or becomes publicly available through
      no fault of the Site; b) is disclosed to the Site by a third party not subject
      to any obligation of confidence; c) must be disclosed to IRBs, lECs, or
      applicable regulatory authorities; d) must be included in any subject's informed
      consent form; e) is published in accordance with Article 3 herein; or, f) is
      required to be disclosed by applicable law. The existing inventions and
      technologies of Sponsor, Quintiles, or the Site are their separate property
      and
      are not affected by this Agreement. Sponsor shall have exclusive ownership
      of
      any inventions or discoveries arising in whole or in part from Confidential
      Information or arising as a result of the Study. The Site will, at Sponsor's
      expense, execute any documents and give any testimony necessary for Sponsor
      to
      obtain patents in any country or to otherwise protect Sponsor's interests in
      such inventions or discoveries. . The Site agrees to comply with any applicable
      data privacy or data protection legislation of the country in which the data
      originated.

     

    3) Publication.
      At
      least
      sixty (60) days prior to submitting or presenting a manuscript or other
      materials relating to the Study to a publisher, reviewer, or other outside
      persons, the Site shall provide to Sponsor a copy of all such manuscripts and
      materials, and allow Sponsor sixty (60) days to review and comment on them.
      If
      the Sponsor requests, the Site shall remove any Confidential Information (other
      than Study results) prior to submitting or presenting the materials. No party
      hereto shall use any other party's name, or Sponsor's name, in connection with
      any advertising, publication or promotion without prior written
      permission.


    
      
        
        

      

      
        33
          of
          36

        
          

        

      

      
        
        

      

    


    4) Inspection
      and Debarment. When
      given reasonable notice, the Site agrees to allow authorized Quintiles, Sponsor
      or regulatory authority personnel direct access to the Site's records relating
      to the Study, including subject medical records, for monitoring, auditing,
      and
      inspection purposes. The Site shall immediately notify Quintiles of, and provide
      Quintiles copies of, any inquiries, correspondence or communications to or
      from
      any governmental or regulatory authority relating to the Study, including,
      but
      not limited to, requests for inspection of the Site's facilities, and the Site
      shall permit Quintiles and Sponsor to attend any such inspections. The Site will
      make reasonable efforts to separate, and not disclose, all confidential
      materials that are not required to be disclosed during such inspections. The
      Investigator and the Institution, if any, shall be jointly responsible for
      maintaining essential Study documents for the time and in the manner specified
      by current good clinical practice (“GCP”) guidelines, local laws, and Sponsor
      requirements and shall take measures to prevent accidental or premature
      destruction of these documents. If the Investigator leaves an institution,
      then
      responsibility for maintaining Study records shall be determined in accordance
      with applicable regulations. If an investigator or sub-investigator leaves
      an
      institution or otherwise changes addresses, he or she shall promptly notify
      Sponsor and Quintiles of his or her new address. The Site represents and
      warrants that neither it, nor any of its employees, agents or other persons
      performing the Study under its direction, has been debarred, disqualified or
      banned from conducting clinical trials or is under investigation by any
      regulatory authority for debarment or any similar regulatory action in any
      country, and the Site shall notify Quintiles immediately if any such
      investigation, disqualification, debarment, or ban occurs.

     

    5) Termination.
      Quintiles
      may terminate this Agreement effective immediately upon written notice. The
      Site
      may terminate upon written notice if circumstances beyond the Site's reasonable
      control prevent the Site from completing the Study, or if the Site reasonably
      determines that it is unsafe to continue the Study. Upon receipt of notice
      of
      termination, the Site shall immediately cease any subject recruitment, follow
      the specified termination procedures, ensure that any required subject follow-up
      procedures are completed, and make all reasonable efforts to minimize further
      costs, and Quintiles shall make a final payment for visits or milestones
      properly performed pursuant to this Agreement in the amounts specified in the
      Attachment B; provided, however, that ten percent (10%) of this final payment
      will be withheld until final acceptance by Sponsor of all subject CRF pages
      and
      all data clarifications issued and satisfaction of ail other applicable
      conditions set forth in the Agreement. Neither Quintiles nor Sponsor shall
      be
      responsible to the Site for any lost profits, lost opportunities, or other
      consequential damages. If a material breach of this Agreement appears to have
      occurred and termination may be required, then, except to the extent that
      subject safety may be jeopardized, Quintiles may suspend performance of all
      or
      part of this Agreement, including, but not limited to, subject
      enrollment.

     

    6) Claims
      and Disclaimers. The
      Site
      shall promptly notify Quintiles and Sponsor in writing of any claim of illness
      or injury actually or allegedly due to an adverse reaction to the
      Investigational Product and allow Sponsor to handle such claim (including
      settlement negotiations), and shall cooperate fully with Sponsor in its handling
      of the claim. Quintiles
      expressly disclaims any liability in connection with the Investigational
      Product, including any liability for any product claim arising out of a
      condition caused by or allegedly caused by the administration of such product
      except to the extent that such liability is caused by the negligence, willful
      misconduct or breach of this Agreement by Quintiles. Neither
      Quintiles nor Sponsor will be responsible for, and the Site agrees, to the
      extent allowed by law, to indemnify and hold them harmless from, any loss,
      claim, cost (including reasonable attorney fees) or demand arising from any
      injuries or damages resulting from the Site's negligence, failure to adhere
      to
      the Protocol, failure to obtain informed consent, unauthorized warranties,
      breach of this Agreement or willful misconduct. If the Site is in the U.S.,
      it
      shall maintain professional liability insurance coverage with limits of not
      less
      than two hundred thousand dollars ($200,000 USD) per occurrence and four hundred
      thousand dollars ($400,000 USD) aggregate throughout the term of this Study
      if
      the policy is an occurrence policy, and for an additional five (5) years after
      completion of the Study if such insurance is a claims-made policy, and will
      provide, upon request, a certificate of insurance. If the Site is in Canada,
      the
      Investigator shall obtain, and maintain in good standing, membership with the
      Canadian Medical Protective Association. If the Site is outside of the U.S.
      or
      Canada, it shall maintain a commercially reasonable level of insurance, and,
      upon request, shall provide a certificate of insurance to Quintiles; or,
      alternatively, if applicable insurance is provided by a governmental agency,
      the
      Site shall satisfy all requirements necessary to remain eligible for such
      governmental insurance during the Study.


    
      
        
        

      

      
        34
          of
          36

        
          

        

      

      
        
        

      

    


    7) Financial
      Disclosure. If
      Quintiles or Sponsor provides financial disclosure forms to the Site pursuant
      to
      U.S. regulatory requirements, then the Site agrees that, for each listed or
      identified investigator or subinvestigator who is directly involved in the
      treatment or evaluation of research subjects, it shall promptly return to
      Quintiles a financial disclosure form that has been completed and signed by
      such
      investigator or subinvestigator, which shall disclose any applicable interests
      held by those investigators or subinvestigators or their spouses or dependent
      children. Quintiles may withhold payments if it does not receive a completed
      form from each such investigator and subinvestigator. The Site shall ensure
      that
      all such forms are promptly updated as needed to maintain their accuracy and
      completeness during the Study and for one (1) year after its completion. The
      Site agrees that the completed forms may be subject to review by governmental
      or
      regulatory agencies, Sponsor, Quintiles, and their agents, and the Site consents
      to such review. The Site further consents to the transfer of its financial
      disclosure data to the Sponsor's country of origin, and to the U.S. if the
      Site
      is outside of the U.S., even though data protection may not exist or be as
      developed in those countries as in the Site's own country.

     

    8) Shipping
      of Dangerous Goods and Infectious Materials. The
      shipment of dangerous goods and infectious materials (including infectious
      subject specimens) is subject to local, national, and international laws and
      regulations. The Site is responsible for ensuring that each individual who
      packages or handles any dangerous goods or infectious materials for shipping
      from the Site complies with all applicable laws and regulations.

     

    9) Additional
      Requirements for Medical Device Studies. If
      the
      Study will be used in support of an FDA investigational device exemption (IDE)
      application, then, in addition to all other provisions of this Agreement, the
      requirements of this Section shall apply. The Investigator agrees to perform
      the
      Study in accordance with 21 CFR Section 812, including, but not limited to,
      Sections 812. 25, 812.100, 812.110, 812. 140, 812.145, and 812.150, and with
      the
      investigational plan as defined in Section 812.25, and with all conditions
      of
      approval imposed by the reviewing IRB or IEC, or FDA. The Investigator shall
      supervise all testing of the device involving human subjects. If the Study
      is
      terminated, the Investigator shall dispose of or return the device as directed
      by Quintiles or Sponsor, unless such disposal or return would jeopardize the
      rights, safety or welfare of a subject.

     

    10) Additional
      Contractual Provisions. This
      Agreement, including these Terms and Conditions, constitutes the sole and
      complete agreement between the parties and replaces all other written and oral
      agreements relating to the Study. No amendments or modifications to this
      Agreement shall be valid unless in writing and signed by all the parties.
      Failure to enforce any term of this Agreement shall not constitute a waiver
      of
      such term. If any part of this Agreement is found to be unenforceable, the
      rest
      of this Agreement will remain in effect. This Agreement shall be binding upon
      the parties and their successors and assigns. The Site shall not assign or
      transfer any rights or obligations under this Agreement without the written
      consent of Quintiles. Upon Sponsor's request, Quintiles may assign this
      Agreement to Sponsor or to a third party, and Quintiles shall not be responsible
      for any obligations or liabilities under this Agreement that arise after the
      date of the assignment, and the Site hereby consents to such an assignment.
      Site
      will be given prompt notice of such assignment by the assignee. The terms of
      this Agreement that contain obligations or rights that extend beyond the
      completion of the Study shall survive termination or completion of this
      Agreement. This Agreement shall be interpreted under the laws of the state
      or
      province and country in which such Site conducts the Study.

     

    
      
        
        

      

      
        35
          of
          36

        
          

        

      

      
        
        

      

    


    Attachment
      4 

     

    Certificate
      of Insurance

     

    
      
        
        

      

      
        36
          of
          36

        
          

        

      

      
        
        

      

    

    

      

    

     

    Secure
      Enterprises Pty Ltd as Trustees for the Strathearn Unit Trust

    ACN
      060 973 908      ABN 94 695 040
      625

    AFSL
      229831

    


    CERTIFICATE
      OF CURRENCY

    


    We
      confirm that cover has been bound by Lloyds of London (Newline Syndicate) as
      outlined below.

    


    CLASS
      OF INSURANCE:

    


    No
      Fault
      Compensation Insurance for Clinical Trials and/or Human Volunteer Studies
      Insurance

    


    INSURED:

    


    PRANA
      BIOTECHNOLOGY LIMITED

    


    The
      definition of ‘Insured’ extends to include the following:

    


    
      	 	
              a)

            	
              any
                director or partner of the Insured whilst acting in their respective
                capacities for the Insured;

            


    

    


    
      	 	
              b)

            	
              any
                employee of the Insured including Medical Persons but only whilst
                acting
                within the scope of their duties;

            


    

    


    
      	 	
              c)

            	
              any
                past employee who acted for the Insured and who agrees to be bound
                by the
                terms of this policy;

            


    

    


    
      	 	
              d)

            	
              any
                sub contractor doctor consultant physician hospital or contract research
                organization or nurse who will be performing work for the Insured
                in
                respect of a Trial covered by this
                Policy;

            


    

    


    
      	 	
              e)

            	
              any
                Ethics Committee or its members that has approved a Trial which is
                the
                subject of this Policy;

            


    

    


    but
      only
      in respect of Claims arising out of The Trial covered by this
      Policy.

    


    SCOPE
      OF COVER

    


    The
      Company shall indemnify the Insured against all sums in excess of the Deductible
      that the Insured shall become liable to pay as damages or compensation and
      claimants costs and expenses in respect of any Claim made by Research Subjects
      for Bodily Injury caused by an Occurrence happening after the Retroactive Date
      within the Policy Territory and arising out of the Business undertaken by or
      on
      behalf of the Insured

    


    
      	
              LIMIT
                OF INDEMNITY:

            	
              AUD$5,000,000
                any one claim and in the aggregate

            
	 	 
	
              EXCESS:

            	
              AUD$25,000
                each and every claim

            
	 	 
	
              PERIOD
                OF INSURANCE:

            	 


    

    


    
      	
              From

            	
              :

            	
              23rd
                Nov 2005

            
	
              To

            	
              :

            	
              23rd
                Nov 2006

            


    

    


    Both
      days
      at 16:00 Hours Local Standard Time.

    


    
      	
              
                
                  
                     

                  

                

              

            	
              
                Ÿ
                  With effect from 14th August 2006 you cover is endorsed
                  to include the following
                  changes.

              

            


    

    


    
      	
               

            	
              /s/
                STRATHEARN INSURANCE BROKERS 

            
	
               

            	
              STRATHEARN
                INSURANCE BROKERS 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      

    

     

    Secure
      Enterprises Pty Ltd as Trustees for the Strathearn Unit Trust

    ACN
      060 973 908      ABN 94 695 040
      625

    AFSL
      229831

    


    It
      is
      hereby noted and agreed that with effect from the 14th
      August
      2006, cover is extended to include Liability arising from Protocol PBT2-201-EURO
      

    


    ENDORSEMENT
      ATTACHING TO AND FORMING PART OF THIS POLICY.

    


    With
      effect from the 27th
      October
      2006 your cover is endorsed to include the following changes.

    


    LEGAL
      LIABILITY EXTENSION

    


    In
      the
      event of a Research Subject not being offered or not agreeing to any
      compensation being determined in accordance with the Conditions of Compensation
      or refusing to accept the award of an Independent Lawyer the Company shall
      indemnify the Insured for all sums for which the Insured shall become legally
      liable (including the costs and expenses awarded to the Research Subject) as
      damages for Bodily Injury caused by the Research Subject’s participation in a
      Trial (but excluding any liability which attaches by virtue of any contract
      or
      agreement and which would not have applied in the absence of such contract
      or
      agreement) in accordance with the law applicable in the country where the Claim
      is made and subject to the Limits of Indemnity stated in the
      Schedule

    


    
      	
              TERRITORIAL
                LIMITS:

            	
              Worldwide
                excluding U.S.A and/or Canada

            


    

    


    RETROACTIVE
      DATE:
      23rd
      November
      2004

    


    INSURERS:

    


    Lloyds
      of
      London (Newline syndicate number 1218)

    Suite
      5/4
      The London Underwriting Centre

    3
      Minster
      Court, Mincing Lane

    London
      EC3R 7DD

    


    
      	
              Signed
                by and on behalf of Strathearn Insurance Brokers

            	 
	 	 
	 	
              /s/
                STRATHEARN INSURANCE BROKERS

            
	
              Dated:
                27-10-06

            	
              STRATHEARN
                INSURANCE BROKERS

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

     

    
      

    

     

    
      	
              Elkington Bishop Molineaux

            	
              Suite
                4, 651 Victoria Street,

            	
              Telephone

            	
              : 

            	
              (03)
                9425 1890

            
	
              Insurance
                Brokers Pty Ltd

            	
               Abbotsford,
                Victoria 3067

            	
              Facsimile

            	
              : 

            	
              (03)
                9425 1899

            
	
              AFS
                Licence No. 246986 ABN 31 009 179 640

            	 	
              Email

            	
              : 

            	
              ebm@ebminsurance.com.au

            
	 	 	
              Website

            	
              : 

            	
              www.ebminsurance.com.au

            


    

    


    
      	
              Ms
                K Rowe

            	
              TAX
                INVOICE      
                I0537953

            
	
              Prana
                Biotechnology Limited

            	 
	
              Level
                2

            	 
	
              369
                Royal Parade

            	 
	
              PARKVILLE
                VIC 3052

            	 


    

    


    
      	
              Invoice
                Date

            	
              :

            	
              07.04.2006

            	
              Premium

            	
              2,000.00

            
	 	 	 	 	 
	
              Our
                Reference

            	
              :

            	
              EBM
                MEL P0485 0094642/006

            	
              Stamp
                Duty

            	
              220.00

            
	 	 	 	 	 
	
              Invoice
                No

            	
              :

            	
              I0537953

            	 	 
	 	 	 	 	 
	
              Class

            	
              :

            	
              Broadform
                Liability

            	 	 
	 	 	 	
              Broker
                Fee

            	
              50.00

            
	
              Placement

              with/by

            	
              :

            	
              CGU
                INSURANCE

            	 	 
	 	 	 	
              SubTotal
                Excl. GST

            	
              2,270.00

            
	
              Policy
                No 

            	
              : 

            	
              10M1091762 

            	
              GST
                Total

            	
              205.00

            
	
               

            	
               

            	
               

            	 	 
	
              Period

            	
              :

            	
              30.04.2006
                to 30.04.2007

            	
              Total
                Amount

            	
              $
                2,475.00

            


    

    


    Your
      account is managed by:

    
      	
              Gino
                Renzella

            	
              ginor@ebminsurance.com.au

            
	
              Kylie
                Allen

            	
              kyliea@ebminsurance.com.au

            


    

    


    TRANSACTION
      DESCRIPTION

    


    **  
      RENEWAL   **

    


    
      	
              INSURED: Prana
                Biotechnology Limited

            	 
	 	 
	
              BRIEF
                DESCRIPTION:

            	
              [SEAL]

            
	
              Public
                Liability $20,000,000

            	 


    

    


    IMPORTANT
      NOTICES

    


    
      	 	
              1.

            	
              We
                are confirming your instructions or inviting Renewal and advising
                cover
                has been arranged. To ensure continuity of cover, please forward
                your
                remittance within 14 days.

            


    

    


    
      	 	
              2.

            	
              The
                Insured has a legal obligation to reveal to the Insures any material
                fact
                which might affect their judgement in acceptance of the insurance
                and/or
                assessing the premium. Failure to do so could void any contract from
                inception. Claims must be notified immediately as late notification
                may
                cause prejudice in some instances.

            


    

    


    -------tear
      here-------------------------------------------------------------------------------------------------------------------------------------

     

    
      
        
          
            
              	
                      Please
                        return this with your remittance to:

                    	
                      Our
                        Ref

                    	
                      :

                    	
                      EBM MEL P0485 0094642/006

                    
	
                      EBM
                        Insurance Brokers

                    	
                      Invoice
                        No

                    	
                      :

                    	
                      I0537953

                    
	
                      Suite
                        4, 651 Victoria Street

                    	
                      Client
                        Name

                    	
                      :

                    	
                      Prana
                        Biotechnology Limited

                    
	
                      ABBOTSFORD
                        VIC 3067

                    	
                      Contact

                    	
                      :

                    	
                      Gino
                        Renzella

                    
	
                       

                    	
                      
                        
                           

                          Biller Code:

                        

                        Reference:

                      

                    	
                      
                        
                           

                          13581

                        

                        23152204850053795368

                      

                    	
                      
                        
                          Brief
                            Description

                        

                         

                        Total
                          Amount

                      

                    	
                      
                        
                          :

                        

                         

                        $

                      

                    	
                      Liab
                        $20,000,000 2006/07

                      
                         

                            2,475.00

                      

                    


            

          

        

      

    

     

    Please
      see overleaf for payment options.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    COVER
      SUMMARY 

    


    
      	
              CLIENT

            	 	
              PLACEMENT
                WITH/BY

            	
              07.04.06

            
	
              Ms
                K Rowe

            	 	
              CGU
                Insurance Limited

            	 
	
              Prana
                Biotechnology Limited

            	 	
              PO
                Box 390D

            	 
	
              Level
                2

            	 	
              MELBOURNE
                VIC 3001

            	 
	
              369
                Royal Parade

            	 	 	 
	
              PARKVILLE
                VIC 3052

            	 	 	 


    

    


    
      	
              Your
                account is managed by:

            	 
	
              Gino
                Renzella

            	
              ginor@ebminsurance.com.au

            
	
              Kylie
                Allen

            	
              kyliea@ebminsurance.com.au

            


    

    


    
      	
              CLASS
                OF RISK

            	 	
              PERIOD
                OF INSURANCE

            
	
              Broadform
                Liability

            	 	
              From:

            	
              4.00
                pm on 30th April 2006

            
	 	 	
              To
                :

            	
              4.00
                pm on 30th April 2007

            
	
              Policy
                No : 10M1091762

            	 	
              Our
                Ref :

            	
              EBM
                MEL P0485 0094642/006

            


    

    


    
      	
              COVER
                SUMMARY 

            	
              This
                summary is not a policy document and is only an outline of the cover.
                The
                terms conditions and limitations of the Insurer’s policy shall prevail at
                all times.

            


    

    


    
      	
              INSURED
                

            	
              :

            	
              Prana
                Biotechnology Limited

            


    

     

    
      
        

      

    

     

    
      	
              INTEREST
                INSURED 

            	
              :

            	
              The
                Insurer will indemnify you against:

            
	 	 	 
	 	 	
              1.
                Public Liability; or

            
	 	 	
              2.
                Products Liability;

            
	 	 	
              if
                shown in the Schedule as an insured item.

            
	 	 	 
	
              DEFINITIONS

            	
              :

            	
              PUBLIC
                LIABILITY means:

            
	 	 	
              Your
                legal liability to pay damages for an Occurrence (and for consequential
                loss caused by the Occurrence), in the course of Your Business, but
                excludes products Liability.

            
	 	 	 
	 	 	
              PRODUCTS
                LIABILITY means:

            
	 	 	
              Your
                legal liability to pay damages for an Occurrence (and for consequential
                loss caused by the Occurrence), caused by an Unknown Defect in Your
                Products, but excludes Public Liability 

            
	 	 	 
	 	 	
              OCCURRENCE
                means:

            
	 	 	
              Personal
                Injury or Damage to Property that:

            
	 	 	 
	 	 	
              1. is
                neither intended nor expected from the standpoint of a reasonable
                person
                in your position:

            
	 	 	 
	 	 	
              2. is
                caused by an Event; and

            
	 	 	 
	 	 	
              3. occurs:

            
	 	 	
              (a)
                within the Geographical Limits

            
	 	 	
              (b)
                during the Period of Insurance

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              COVER
                SUMMARY

            	
              Page
                No. 2

            	
              Prana
                Biotechnology Limited

            
	 	 	
              (EBM
                MEL P0485 0094642/006)

            


    

    


    
      	
              GEOGRAPHICAL
                LIMITS

            	
              :

            	
              Worldwide
                excluding the United States of America and Canada and any state or
                territory incorporated in, or administered by, or from, either USA
                or
                Canada.

            
	 	 	 
	
              BUSINESS

            	
              :

            	
              A) Testing
                and Marketing a cure for Alzheimers and similar age related
                diseases

            
	 	 	
              B) Property
                owners and/or occupiers

            
	 	 	 
	
              LIMITS
                OF LIABILITY

            	
              :

            	
              (a) Public
                Liability $20,000,000 any one occurrence

            
	 	 	
              (b) Products
                Liability NOT INSURED

            
	 	 	 
	
              EXCESS

            	
              :

            	
              $500
                each Occurrence for Property Damage Claims

            
	 	 	 
	
              ENDORSEMENT

            	
              :

            	
              We
                will not indemnify you against any liability in connection with any
                events
                or business activities other than as office occupiers and office
                administration at and from the premises situated at the 4 listed
                locations.

            
	 	 	 
	
              MAJOR
                EXCLUSIONS

            	
              :

            	
              Employer’s
                Liability (Workers’ Compensation or accident compensation legislation or
                any industrial award, agreement or determination)

            
	 	 	
              Discrimination
                and harassment

            
	 	 	
              Assault
                and battery

            
	 	 	
              Waiver
                of rights

            
	 	 	
              Contractual
                Liability

            
	 	 	
              Intentionally
                or recklessly caused injury or damage

            
	 	 	
              Faulty
                Workmanship

            
	 	 	
              Product
                recall or repair

            
	 	 	
              Reinstatement,
                repair or replacement of your products

            
	 	 	
              Loss
                of use of Property from delay in or lack of performance by you or
                inadequacy of your products

            
	 	 	
              Aircraft
                products

            
	 	 	
              Watercraft
                exceeding 8 metres, Hovercraft and Aircraft and areas used for Aircraft
                Vehicles requiring registration, other than as a “Working
                Tool”

            
	 	 	
              Earthquake,
                civil commotion and the like Pollution

            
	 	 	
              Asbestos

            
	 	 	
              Building
                and demolition (other than for buildings owned or occupied by you
                where
                the total cost of alterations does not exceed $ 1,000)

            
	 	 	
              Vibration
                or removal or weakening of, or interference with, support to land,
                buildings or any other property of support

            
	 	 	
              Treatment,
                design and professional risks 

            
	 	 	
              Medical/Clinical
                testing

            
	 	 	
              Libel
                and slander made prior to commencement of this insurance, or made
                knowing
                it’s falsity or related to publishing, advertising, broadcasting or
                telecasting activities

            
	 	 	
              Fines
                and punitive damages

            
	 	 	
              Foreign
                non-admitted cover

            
	 	 	
              Vehicle
                mounted cranes

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              COVER
                SUMMARY

            	
              Page
                No. 3

            	
              Prana
                Biotechnology Limited

              (EBM
                MEL P0485 0094642/006)

            


    

    


    
      	 	
              Radioactive
                contamination

              Electronic
                date recognition

              War
                

              Terrorism

            	 


    

    


    TERRORISM
      INSURANCE ACT 2003 - APPLICATION TO THIS POLICY

    (This
      application is to take effect with all business with an inception date on or
      after 1 October 2003).

    


    The
      Insurers of this policy have determined that this policy (or part of it) is
      a
      policy to which the Terrorism Insurance Act 2003 applies.

    


    They
      have
      reinsured their liability under the Act with the Commonwealth Government
      reinsurer, The Australian Reinsurance Pool Corporation (ARPC).

    


    As
      a
      consequent, they are required to pay a premium to ARPC and that amount (together
      with the costs of that part of the cover provided by them and administrative
      costs associated with the legislation) is reflected in the premium charged
      to
      you.

    


    As
      with
      any other part of the premium, it is subject to government taxes and charges
      such as GST, Stamp Duty and where applicable Fire Service Levy.

    


    
      	
              INSURER

            	
              POLICY
                NUMBER

            	
              PROPORTION

            
	 	 	 
	
              CGU
                Insurance Limited

            	
              10M1091762

            	
              100.0000%

            
	
              A.B.N.
                27 004 478 371

            	 	 
	
              CGU
                Centre, Level 5, 485 LaTrobe Street

            	 	 
	
              MELBOURNE
                VIC 3000