0001047469-05-017905 Sample Contracts

AUTOGEN Pty Ltd and LIPHA S.A.
Research and License Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts
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AUTOGEN Research Pty Ltd and LIPHA S.A.
Research and License Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts
RESEARCH SERVICES (SUBCONTRACTING) AGREEMENT
Research Services (Subcontracting) Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts

DEAKIN UNIVERSITY a body corporate and politic established pursuant to the Deakin University Act 1974 of Geelong, Victoria 3217 (“Deakin University”)

Research, Licence and Commercialisation Agreement Gene Discovery in Depression Dated 16 August 2000 AUTOGEN RESEARCH PTY LTD ACN 074 636 847 (“Autogen Research”) DEAKIN UNIVERSITY (“Deakin University”)
Research, Licence and Commercialisation Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria

DEAKIN UNIVERSITY a body corporate and politic established pursuant to the Deakin University Act 1974 of Geelong, Victoria, 3217 (“Deakin University”)

Clause
Consulting Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
BETWEEN:
Research and Licence Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts
SUPPLEMENTARY SECONDMENT DEED Autogen Limited AND Autogen Research Pty Ltd AND Professor G Collier
Supplementary Secondment Deed • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
AGREEMENT AND PLAN OF MERGER dated as of April 27, 2004 by and among AGT BIOSCIENCES LIMITED, AGT BIOSCIENCES, INC., CHEMGENEX THERAPEUTICS, INC. and DR. DENNIS BROWN
Merger Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Queensland

This AGREEMENT AND PLAN OF MERGER dated as of April 23, 2004 (this “Agreement”) is made and entered into by and among AGT Biosciences Limited, a company organized under the laws of Victoria, Australia (“Parent”), AGT Biosciences, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), ChemGenex Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Dennis Brown (the “Principal Shareholder”), as agent of the stockholders of the Company (in such capacity, the “Stockholders’ Agent”).

SPONSORED CLINICAL STUDY AGREEMENT
Clinical Study Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Texas

This Clinical Study Agreement (the “Agreement”) is made this 14th day of April, 2003 (“Effective Date”), between The University of Texas M.D. Anderson Cancer Center, 1515 Holcombe Boulevard, Houston, Texas 77030 (“Institution”), a component of The University of Texas System (“System”), and ChemGenex Therapeutics, Inc., 3475 Edison Way, Suite M, Menlo Park, California 94025 (“Sponsor”). Institution and Sponsor agree as follows:

EXTENSION AGREEMENT dated July 1, 2004
Extension Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
PATENT AND TECHNOLOGY LICENSE AGREEMENT
Patent and Technology License Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Texas

This twenty-eight (28) page AGREEMENT (“AGREEMENT”) is made on this seventh day of February, 2005, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a component institution of SYSTEM, and CHEMGENEX PHARMACEUTICALS LIMITED, an Australian corporation having its principal place of business located at 1 Pigdons Road, Waurn Ponds, Victoria, 3217, AUSTRALIA (“LICENSEE”).

SECONDMENT AGREEMENT DEAKIN UNIVERSITY - AUTOGEN LIMITED SCOPE
Secondment Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts

This extension of the current secondment agreement has been struck on behalf of Greg Collier, Professor from Deakin University who has agreed to work on secondment at the Autogen Limited. (hereafter “Autogen”) as Chief Operating Officer for an additional period of 3 years.

RESEARCH AND DEVELOPMENT OPTION AGREEMENT
Research and Development Option Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • London
RESEARCH, LICENSE AND COMMERCIALIZATION AGREEMENT
Research, License and Commercialization Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
Research Agreement’ Date: AUTOGEN PTY LTD, ACN 074 636 847 (“Autogen”) DEAKIN UNIVERSITY (“Deakin University”) INTERNATIONAL DIABETES INSTITUTE ACN 007 342 412 (“IDI”)
Research Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria

DEAKIN UNIVERSITY a body corporate and politic established pursuant to Deakin University Act 1974 through its School of Nutrition and Public Health, Geelong Campus of Pigdons Road, Geelong, Victoria, 3217 (“Deakin University”)

VOTING RIGHTS DEED
Voting Rights Deed • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Queensland
AGREEMENT dated18 August 2004
Research, Licence and Commercialisation Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts
VARIATION AGREEMENT dated 2003
Variation Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
Research, Licence and Commercialisation Agreement
Research, Licence and Commercialisation Agreement • June 23rd, 2005 • Chemgenex Pharmaceuticals LTD • American depositary receipts • Victoria
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