August 8, 2007 Peplin Limited [SUBSCRIBER] Subscription Agreement

Exhibit 10.21

August 8, 2007

Xxxxxx Limited

[SUBSCRIBER]

Subscription

Agreement

Contents

1   Definitions and Interpretation			1
1.1 Definitions			1
1.2 Construction			3
1.3 Headings			4
2   Subscription			5
2.1 Obligation to subscribe			5
2.2 Terms of issue			5
3   Completion			5
3.1 Place and time			5
3.2 Obligations of Subscriber			5
3.3 Obligations of Company			5
3.4 Interdependence of obligations			5
4   Period after Completion			6
5   Confidentiality			6
5.1 Basis for providing Confidential Information			6
5.2 Maintenance of confidentiality and use of Confidential Information			6
5.3 Information that is not Confidential Information			6
5.4 Permitted disclosures			7
5.5 Public Disclosures			7
6   Standstill			7
6.1 Sale and purchase of Shares			7
6.2 Exceptions			7
6.3 Disposal of Securities			7
7   Xxxxxxx Xxxxxxx			7
8   Warranties			8
8.1 Mutual warranties			8
8.2 Additional warranties by the Subscriber			8
8.3 Subscriber Covenants			9
8.4 Additional warranty by the Company			9
9   Consent to be Named			10
10   Notices			10
10.1 General			10
10.2 How to give a communication			10
10.3 Communications by post			10
10.4 Communications by fax			10
10.5 After hours communications			10
10.6 Process service			10
11   GST			11
11.1 Interpretation			11

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11.2 GST gross up			11
11.3 Reimbursements			11
11.4 Tax invoice			11
11.5 Adjustment events			11
12   General			11
12.1 Duty			11
12.2 Legal costs and other expenses			11
12.3 Amendment			11
12.4 Waiver and exercise of rights			12
12.5 Rights cumulative			12
12.6 Further steps			12
12.7 Governing law and jurisdiction			12
12.8 Assignment			12
12.9 Counterparts			12
12.10 Entire understanding			12
Schedule 1 -			14

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Date

Parties

Xxxxxx Limited ACN 090 819 275 of Xxxxx 0, Xxxxxxxx Xxxxxx, 0 Breakfast Creek Road, Newstead, Queensland (Company)

[SUBSCRIBER] [ADDRESS] (Subscriber)

Background

A		The Company is seeking to raise an aggregate amount of approximately A$20 million by way of a placement to institutional investors.
B		The Subscriber wishes to subscribe for the Subscription Shares and the Company agrees to issue and allot the Subscription Shares to the Subscriber on the terms set out in this document.
C		The Company and the Subscriber have agreed to exchange Confidential Information for the purposes of the Placement on the terms set out in this document.
		Agreed terms
1		Definitions and Interpretation
1.1		Definitions
		The following definitions apply (including in the Recitals) unless the context requires otherwise.
		Adviser means, in relation to a party, its legal, financial or other expert advisers or agents.
		ASIC means the Australian Securities and Investments Commission.
		Associate has the meaning given in sections 10 to 17 of the Corporations Act.
		ASX means ASX Limited ACN 008 624 691.
		ASX Listing Rules means the official rules of ASX as amended from time to time.
		ASTC Settlement Rules means the settlement rules of the ASX Settlement and Transfer Corporation Pty Ltd.

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Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Sydney, New South Wales.

Completion means the issue and allotment of the Subscription Shares in accordance with clause 3.

Completion Date means the date on which Completion takes place, being within 5 Business Days of the earlier of:

	(a)		the dispatch of the Information Memorandum to shareholders and optionholders of the Company; or
	(b)		the termination of the Restructure Implementation Agreement.

Confidential Information means:

	(a)		all information, whether written, oral, electronic or in any other form provided (before or after the date of this document) by any party or its Representatives relating to that party’s operations, affairs and/or business including without limitation know how, trade secrets, intellectual property rights, business, corporate or trade information;
	(b)		all analyses, compilations, forecasts, studies or other documents prepared by any party which contain or reflect any such information;
	(c)		the existence and content of this document; and
	(d)		the existence of the Placement and other potential transactions relating to the operations, affairs and business of a party to this document or a Representative of a party to this document.

Constitution means the constitution of the Company.

Corporations Act means the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth).

Encumbrance means any mortgage, charge (whether fixed or floating), pledge, hypothecation, option, conditional sale agreement, trust arrangement, restriction as to transfer, or other form of security or equity interest.

Immediately Available Funds means cash or bank cheque or any other form of payment that the parties agree in writing.

Information Memorandum means the explanatory statement to be dispatched to shareholders and optionholders of the Company detailing the proposed schemes of arrangement and capital raising as contemplated by the Restructure Implementation Agreement.

Material Non Public Information means any information which is not widely known by participants in a relevant market and which could reasonably be expected to have a material effect on the price or value of securities that trade in that market.

Officer means, in relation to an entity, its directors, officers and employees.

Placement means the subscription for the Subscription Shares by the Subscriber, and the issue of the Subscription Shares to the Subscriber by the Company.

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Representative in relation to a party means:

	(a)		each of the party’s related bodies corporate; and
	(b)		the party’s or any of its related bodies corporate’:

	(i)		Officers; and
	(ii)		Advisers.

Restructure Implementation Agreement means the agreement entitled “Restructure Implementation Agreement” dated on or about the date of this document between the Company and Xxxxxx, Inc.

Securities means:

	(a)		any Shares; or
	(b)		any securities which:

	(i)		are convertible into; or
	(ii)		give any right to receive; or
	(iii)		relate to,

Shares in the capital of the Company; or

(c) any legal, equitable or economic interest in those Shares or securities.

		Securities Act means the United States Securities Act of 1933, as amended.
		Securities Laws means any law or rule which applies to a party or any of its Representatives which prohibits any person who has Material Non Public Information about an entity, obtained directly or indirectly from that entity, from purchasing or selling securities of that entity or from communicating that information to any other person (including the Corporations Act and the ASX Listing Rules).
		Share means a fully paid ordinary share in the capital of the Company.
		Standstill Period means the period commencing on the date of this document and ending upon the earlier of the dispatch of the Information Memorandum to shareholders and optionholders of the Company or the termination of the Restructure Implementation Agreement.
		Subscription Price means the amount set out in Part 2 of Schedule 1.
		Subscription Shares means the Shares set out in Part 1 of Schedule 1.
1.2		Construction
		Unless expressed to the contrary, in this document:

	(a)		words in the singular include the plural and vice versa;
	(b)		any gender includes the other genders;
	(c)		if a word or phrase is defined its other grammatical forms have corresponding meanings;
	(d)		“includes” means includes without limitation;

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	(e)		no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
	(f)		a reference to:

	(i)		a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
	(ii)		a person includes the person’s legal personal representatives, successors, permitted assigns and persons substituted by permitted novation;
	(iii)		any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
	(iv)		an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;
	(v)		a right includes a benefit, remedy, discretion or power;
	(vi)		time is to local time in Brisbane;
	(vii)		“$” or “dollars” is a reference to Australian currency;
	(viii)		this or any other document includes the document as novated, varied or replaced by agreement between the parties and despite any change in the identity of the parties;
	(ix)		writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;
	(x)		this document includes all schedules and annexures to it; and
	(xi)		a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document;

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

1.3		Headings
		Headings do not affect the interpretation of this document.

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2		Subscription
2.1		Obligation to subscribe
		Subject to the provisions of this document:

	(a)		the Subscriber subscribes for the Subscription Shares at the Subscription Price; and
	(b)		the Company will allot and issue the Subscription Shares to the Subscriber on the Completion Date.

2.2		Terms of issue
		On issue of the Subscription Shares, the Subscriber will be bound by the provisions of the Constitution.
3		Completion
3.1		Place and time
		Completion of the issue and allotment of the Subscription Shares to the Subscriber by the Company will take place on the Completion Date at the offices of the Company, or at any other time, date and place agreed in writing between the parties.
3.2		Obligations of Subscriber
		On the Completion Date, the Subscriber will pay to the Company the total Subscription Price for the Subscription Shares in Immediately Available Funds.
3.3		Obligations of Company
		On the Completion Date, the Company will:

	(a)		allot the Subscription Shares to the Subscriber;
	(b)		enter the Subscriber in the share register of the Company;
	(c)		deliver a holding statement for the Subscription Shares to the Subscriber issued in accordance with the ASTC Settlement Rules;
	(d)		apply for official quotation of the Subscription Shares by lodging in accordance with the ASX Listing Rules a completed appendix 3B in relation to the Subscription Shares; and
	(e)		provide ASX with a notice that complies with sections 708A(5)(e) and 708A(6) of the Corporations Act in relation to the Subscription Shares.

3.4		Interdependence of obligations
		The obligations of the parties under this clause 4 are interdependent. All acts on the Completion Date must be treated as done simultaneously and no payment, delivery or other act may be treated as made or done until all such deliveries, payments or acts are made or done.

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4		Period after Completion
		The Company undertakes to use its best endeavours to obtain official quotation of the Subscription Shares on ASX.
5		Confidentiality
5.1		Basis for providing Confidential Information
		Each party will disclose Confidential Information to the other party to permit the negotiation and completion of the Placement on the terms of this document.
5.2		Maintenance of confidentiality and use of Confidential Information
		Each party agrees that:

	(a)		it will not disclose the other party’s Confidential Information to any person or make use of or take advantage of the other party’s Confidential Information for any purpose other than as expressly permitted by this document;
	(b)		it will take all steps necessary to ensure that the other party’s Confidential Information is kept confidential;
	(c)		it will not copy the other party’s Confidential Information or permit the copying of the other party’s Confidential Information in any form other than as permitted by the other party;
	(d)		upon request, it will return a party’s Confidential Information to that party, together with any copies of that party’s Confidential Information; and
	(e)		it will not make use of the other party’s Confidential Information in any manner so as to obtain any benefit, right or privilege for itself or for any other person that would not have been available but for it having access to the Confidential Information except as permitted by this document.

5.3		Information that is not Confidential Information
		Clause 5.1 will not apply to any information which:

	(a)		at the time of disclosure is in the public domain or thereafter becomes part of the public domain through no fault of the party receiving such information;
	(b)		the party receiving such information can establish that it was in its possession prior to the time of disclosure;
	(c)		is independently made available to the party receiving such information by a third party who is not thereby in violation of a confidential relationship with the other party; and
	(d)		the party receiving such information can conclusively establish that it was independently developed by the party receiving such information without use of the Confidential Information of the other party.

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5.4		Permitted disclosures
		A party may disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority (including the ASX Listing Rules) which is binding upon a party.
5.5		Public Disclosures
		Subject to clause 5.4 the Subscriber will not, and will not permit any person under its control or influence (including any Representative) to, make a public statement, press release or other communication announcing the Placement before the Company has announced the Placement.
6		Standstill
6.1		Sale and purchase of Shares
		Subject to clause 6.2, the Subscriber agrees that during the Standstill Period neither it, nor, so far as it is able (using its best endeavours) to procure, any of its Associates or Representatives, will:

	(a)		directly or indirectly make or cause to be made any offer for, invitation to dispose of, or solicitation for Securities (or announcement of such an offer or an intention to make such an offer); or
	(b)		purchase or otherwise acquire Securities; or
	(c)		co-operate or assist or enter into any agreement or arrangement of any kind with any person relating to (or in any way connected with) anything in paragraphs (a) or (b) above.

6.2		Exceptions
		Clause 6.1 does not apply to the acquisition of Securities pursuant to the Placement.
6.3		Disposal of Securities
		If the Subscriber or any of its Associates or Representatives acquires ownership of any interest in, or rights over, any Securities in contravention of the provisions of this document it must promptly dispose, or procure the disposal, of such Securities and until such disposal the Subscriber will not, and will procure that no other person shall, exercise any voting rights attached to such Securities.
7		Xxxxxxx Xxxxxxx

	(a)		The Subscriber acknowledges that as a result of its receipt of the Confidential Information it may be (or be taken to be) in possession of Material Non Public Information in relation to the Securities.
	(b)		The Subscriber acknowledges that it is aware of and agrees to comply with (and that it will ensure that its Representatives who receive access to any part of the Confidential Information will have been advised of and will comply with) Securities Laws in respect of the Securities.

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