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Hht Development And Commercialisation Agreement - CHEMGENEX PHARMACEUTICALS - 12-19-2005

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					Exhibit 3.2(y)

"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."

HHT DEVELOPMENT AND COMMERCIALISATION AGREEMENT

          Made on   June 27, 2005


          --------------------------------------------------------------------------------




          BETWEEN                  CHEMGENEX PHARMACEUTICALS LIMITED ACN 000 248 304


                                                                                         (`CHEMGENEX')

          AND                      STRAGEN INVESTMENT B.V. , ZEEMANSTRAT 13, 3016CN ROOTERDAM


                                                                                           (`STRAGEN')

          AND                      STRAGEN PHARMA S.A.

                                                                                   (`STRAGEN PHARMA')




BACKGROUND

A. ChemGenex has expertise in clinically developing and commercialising pharmaceutical products.

B. Stragen has expertise in manufacturing, supplying, registering and distributing pharmaceutical products in
Europe.

C. Stragen and ChemGenex have both conducted clinical trials of products including the compound known as
homoharringtonine for the treatment of human haematological malignancies.

D. Stragen and ChemGenex wish to collaborate to continue the clinical development of homoharringtonine for the
treatment of cancer worldwide.

OPERATIVE PROVISIONS

1. DEFINITIONS

In this Agreement, except to the extent the context otherwise requires:

`AFFILIATE' means, in the case of either party, a corporation or other entity which, directly or indirectly,
controls, is controlled by or is under common control with, that party. A corporation or other entity shall be
regarded as in control of another corporation or entity if it owns or directly or indirectly controls 50% (fifty
percent) or more of the voting stock or other ownership interest of the other corporation or entity, or if it
possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the
corporation or other entity;

             `AGREEMENT' means this Development and Commercialisation Agreement;

`APPROVAL DATE' means the first date upon which any of the Licensed Products are approved for sale, in
any jurisdiction in the JV Territory, for any specific indication in the Field, to independent third parties;
`BULK HHT' means bulk formulation HHT conforming to the specifications in Annexure C;

`CHEMGENEX' means ChemGenex Pharmaceuticals Limited ACN 000 248 304, a listed public company
incorporated under Australian law, and includes its Affiliates;

`CHEMGENEX REVENUE' has the meaning given to that term in clause 3.1(b);

`CLAIMS' has the meaning given to that term in clause 12.1;

`CONFIDENTIAL INFORMATION' includes the mutual non-disclosure agreement date March 22, 2005 and
signed between Chemgenex Pharmaceutical, Inc and Stragen Pharma SA , it means information relating to the
business, products or services of a party to this Agreement which is either non-public, confidential or proprietary
in nature; provided, however, that Confidential Information will not include:

(a) information which is generally known in the pharmaceutical industry or by the public at large at the time of
disclosure, and has come within the public domain through no fault or action of the other party;

(b) information that was known to the other party on prior to its disclosure hereunder or in connection with the
negotiation of this Agreement; or

(c) information which becomes rightfully available to the other party on a non-confidential basis from any third
party, the disclosure of which to such other party does not violate any contractual or legal obligation the third
party has to the first party with respect to such Confidential Information.

Without limiting the generality of the foregoing, Confidential Information will also include information which relates
to HHT Products and their manufacture, sale or use, including financial statements, costs and expense data,
marketing and consumer data, production data, know-how, trade secrets, secret processes and formulae,
technical data and reports including pharmacological, clinical, chemical, biochemical, toxicological,
pharmacokinetic, manufacturing and formulation data, or any other information relating to the HHT Products
which is not generally ascertainable from public or published information, regardless of whether such information
was provided pursuant to the terms of this Agreement, by request of the other party or in any other manner;

`CONTACT OFFICER' in respect of each party means the person nominated as such in the Schedule or such
substitute or replacement officer as may be notified in writing from time to time;

`CONTROL' means the ability, whether by ownership or license, to grant a license or sublicense as provided for
herein without violating the terms of any agreement or other right of any Third party;

`CRO' means clinical research organisation;

`DRUG APPROVAL APPLICATION' means an application for Regulatory Approval required before
commercial sale or use of a product as a drug in a regulatory jurisdiction;

               `EMEA' means the European Agency for Evaluation of Medicinal Products;

`FDA' means the US Food and Drug Administration or any successor entity thereto;

`FIELD' means the treatment of cancer in humans;

`FIRST COMMERCIAL SALE' means, with respect to a Licensed Product, the first bona fide sale to an end-
user customer in a country in the Territory after Regulatory Approval has been granted by the appropriate
governing health authorities in such country;

`HHT' means homoharringtonine and derivatives, analogs and homologs thereof;

`HHT PRODUCTS' means any pharmaceutical product containing HHT as a therapeutically active ingredient,
including, without limitation, finished and packaged dosage units of products, oral and patch dosage forms of
products and formulated HHT Products in bulk;
`IND' means an Investigational New Drug application, or an Investigational Device Exemption (IDE), as defined
in the US Food, Drug and Cosmetic Act, as it may be amended from time to time, and the regulations
promulgated thereunder, or as the context requires, any corresponding application in a country other than the
USA;

                                                      2
                              `INTELLECTUAL PROPERTY RIGHTS' means:

(a) copyright, inventions, formula, patents, know-how, confidential information, data, and rights in trade marks
and designs (whether registered or unregistered);

(b) applications for registration, and the right to apply for registration, for any of the same; and

(c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the
world;

`JOINT STEERING COMMITTEE' means the committee established pursuant to clause 7.1;

`JOINT VENTURE AGREEMENT' means the joint venture agreement referred to in clause 6.1;

`JOINT VENTURE ENTITY' means the entity referred to in clause 6.1(c);

`JV TERRITORY' means all of the member states comprising the European Union as at the date of this
Agreement and Norway, Switzerland, Romania, Bulgaria, Croatia, Serbia, Russia and Turkey;

`LICENSED PRODUCT' means intravenous and subcutaneous dosage formulations of semi-synthetic HHT,
being the compound having the chemical name CEPHALOTAXINE, 4'METHYL (2'R)-HYDROXYL-2'-(4"-
HYDROXYL-4"-METHYLPENTYL) BUTANEDIOATE (ESTER),
[3R] and the empirical formula C29-H39-N-09 homoharringtonine, current specifications for which are attached
as Annexure A, and such additional HHT Products as may be agreed by the parties in writing from time to time;

`MANUFACTURING COST' means the cost for raw materials, filling, primary packaging and labelling fixed at
*** per vial of 5 mg;

`NDA' means a New Drug Application, Supplemental New Drug Application or Abbreviated New Drug
Application for an HHT Product, as defined in the US Food, Drug and Cosmetic Act and the regulations
promulgated thereunder, or the corresponding applications for authorization for marketing a pharmaceutical in any
other country or group of countries, as defined in the applicable laws and regulations;

`OPTION' means the option referred to in clause 16;

`PARTY' means either Stragen or ChemGenex as the context requires and `PARTIES' means, collectively,
Stragen and ChemGenex;

`REGULATORY APPROVAL' means any approval, licence, registration or authorisation of any supra-national,
federal, state or local regulatory agency or government authority necessary for the manufacture, use, storage,
import, export, transport or sale of a HHT Product in a regulatory jurisdiction, including where applicable, pricing
approval;

`ROYALTY TERM' means the period referred to in clause 3.3, ending on the later of the dates referred to;

`SAE' means a serious adverse event related to a human research protocol;

                   `SEC' means the United States Securities and Exchange Commission;

`STRAGEN' means Stragen Investment B.V. and includes its Affiliates;

`STRAGEN KNOW-HOW' means proprietary techniques and data in relation to HHT Products within the
Field, including inventions, practices, methods, knowledge, know-how, assays, compositions of matter, test data
(including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing
data and descriptions, which:

(d) Stragen discloses to ChemGenex under this Agreement; and
(e) is within the control of Stragen or Stragen Pharma;

`STRAGEN PATENT RIGHTS' means Stragen and/or Stragen Pharma's issued patents and pending patent
applications (whether provisional or otherwise) in any countries in the Territory that cover the manufacture, use,
sale, offer for sale, and/or importation of HHT in the Field, and any applications and/or patents claiming priority
to said patents or applications, including all divisions, continuations, reissues, re-examinations, continuations-in-
part, continued prosecution applications (`CPA'), requests for continued examination (`RCE'), extensions and
substitutions thereof, and any

                                                          3
applications filed under the Patent Cooperation Treaty and includes the current list of Stragen patents attached as
Annexure A;

`SCHEDULE' means the schedule to this Agreement;

`SUPPLY AND DISTRIBUTION AGREEMENT' means the agreement for supply and distribution of Licensed
Products made between the parties dated the same date as this Agreement;

`TAXES' means sales taxes, VAT taxes and other similar taxes but excludes income tax;

`TECHNOLOGY' means data, manufacturing know-how, regulatory submissions and other intellectual property
and technical and scientific information that is either in the possession of Stragen or Stragen Pharma as of the date
hereof or developed by Stragen or Stragen Pharma during the term of this Agreement in relation to the Licensed
Products, manufacturing processes for any Licensed Products, or in connection with any additional regulatory
approvals to market Licensed Products (including without limitation any clinical data from pivotal studies relating
to the Licensed Products as well as additional clinical studies relating to the Licensed Products conducted from
time to time by Stragen, Stragen Pharma or any of their Affiliates in either case, owned, controlled by, or licensed
(with the right of sub-licence to Stragen or Stragen Pharma) and that is necessary or useful to register,
manufacture, distribute, market or sell Licensed Products in the Territory;

`TERRITORY' means all of the world except for the JV Territory;

`TRADE MARKS' means the marks referred to in clause 2.1(c);

`VALID CLAIM' means a claim of an issued patent within the Stragen Patent Rights that has not, at the time in
issue, lapsed, expired, been cancelled, disclaimed or become abandoned, and has not been held invalid or
unenforceable by decision of a court or agency of competent jurisdiction, said decision being unappealable or
unappealed within the time allowed for appeal.

2. SCOPE OF LICENCE

2.1 GRANT

Subject to clause 5 and in consideration for the grant of the Option by ChemGenex and the covenants provided
by ChemGenex under this Agreement and the Supply and Distribution Agreement, Stragen grants to
ChemGenex:

(a) an exclusive licence, with the right to grant sublicenses, to use the Stragen Patent Rights and Stragen Know-
How and the Technology necessary or useful for the clinical development of HHT Products and the
commercialisation of HHT Products in the Territory; and

(b) a non-exclusive licence to use and refer to all regulatory filings and submissions made by Stragen for the
development, sale, supply and/or manufacturing of HHT Products in the Field;

(c) an exclusive, royalty free, licence to use the trade marks `MYELOSTAT', `CEFLATONIN' and such other
mark(s) as Stragen or Stragen Pharma shall cause to be registered anywhere in the world for HHT Product from
time to time in connection with the promotion, advertising, distribution or sale of HHT Product. If ChemGenex
elects to use a Trade Mark, ChemGenex will upon request reimburse Stragen for any trade mark registration
renewal fees paid by Stragen with respect to the relevant Trade Mark. ChemGenex will not be obliged to
reimburse Stragen with respect to any Trade Mark it has ceased using;

(d) subject to clauses 2.2(c) and 6, an exclusive right to grant sublicenses to use the Stragen Patent Rights and
Stragen Know-How and the Technology necessary or useful for the clinical development of HHT Products and
the commercialisation of HHT Products in the Field in the JV Territory. The right given under this sub-clause will
terminate upon the establishment of the Joint Venture Entity.

                                                         4
2.2 LIMITATIONS ON GRANT

(a) During the term of the Supply and Distribution Agreement, ChemGenex may not itself commercialise, or
sublicense a third party to commercialise, Licensed Products in the Field, other than in accordance with the
Supply and Distribution Agreement.

(b) Clause 6 applies with respect to the JV Territory.

(c) Notwithstanding clause 2.1(d), Stragen will be entitled to sell HHT Products in the JV Territory for
compassionate use until such time as the Joint Venture Entity is established. The right given under this sub-clause
will terminate upon the establishment of the Joint Venture Entity.

2.3 SUBLICENSING

ChemGenex will have the right to grant sublicenses of its rights under this Agreement to Affiliates and/or third
parties without Stragen's prior written approval.

2.4 CHEMGENEX'S AUTHORITY

Without limitation to clause 2.1, during the term of this Agreement, and except as otherwise expressly herein
provided, ChemGenex shall have the right to take such actions with respect to the Licensed Products as would
normally be done in accordance with accepted business practices in the marketing of pharmaceutical products
and legal requirements to obtain and maintain the authorisation and/or ability to market a pharmaceutical product
in the countries in the Territory and to market the Licensed Products within such countries, including, without
limitation, the following:

(a) conducting human clinical trials of the Licensed Products as ChemGenex determines are reasonable,
necessary or desirable;

(b) making appropriate filings for the registration of one or more indications for the therapeutic use of the
Licensed Products;

(c) marketing the Licensed Products in such regions, at such prices and on such other terms and conditions as
ChemGenex determines are reasonable, necessary or desirable;

(d) developing patient and physician educational programs as may be required by the appropriate health
regulatory authorities;

(e) responding to product and medical complaints relating to the Licensed Products (as called for by the Supply
and Distribution Agreement, each party shall promptly advise the other of any such complaints which it receives
from regulators, customers or patients in the Territory);

(f) with the cooperation of Stragen, handling all returns of the Licensed Products;

(g) handling, in accordance with the relevant terms in the Supply and Distribution Agreement, all recalls of the
Licensed Products;

(h) communicating with any governmental agencies and satisfying their requirements regarding the authorisation
and/or continued authorisation to market the Licensed Products in commercial quantities in the Territory; and

(i) handling Licensed Product distribution, inventory and receivables.

3. ROYALTIES

3.1 LICENSED PRODUCT

(a) Where Stragen supplies any HHT Products in accordance with the Supply and Distribution Agreement,
ChemGenex will have no additional obligation to pay any royalties, licence fees or other amounts with respect to
the Licensed Products under this Agreement.

(b) In the event that ChemGenex sublicenses the rights under this agreement to develop and/or commercialise the
Licensed Products in the Field and in the Territory, Stragen shall receive a copy of the corresponding agreement
between ChemGenex and its sublicensee and shall receive a royalty based on the following formula:

                                                       5
                                                             30% (ChemGenex Revenue less the
                                                             Stragen Manufacturing Cost for the
                                                             corresponding HHT Product purchased
                                                             from Stragen and paid for in
                                                             accordance with clause 5.1(c) of the
                                                             Supply and Distribution Agreement)

          (c)                  In the event that ChemGenex sublicenses the rights under this
                               agreement to develop and/or commercialise the Licensed
                               Products in the Field and in the JV Territory prior to the
                               formation of the Joint Venture Entity, Stragen shall receive a
                               copy of the corresponding agreement between ChemGenex and its
                               sublicensee and shall receive a royalty based on the following
                               formula:

                                                             51% (ChemGenex Revenue less the
                                                             Stragen Manufacturing Cost for the
                                                             corresponding HHT Product purchased
                                                             from Stragen and paid for in
                                                             accordance with clause 5.1(c) of the
                                                             Supply and Distribution Agreement)

                    (d)        In the event that ChemGenex enters into co-promotion agreement
                               with another company for the commercialisation of Licensed
                               Products in the Field and in the Territory, clause 5.1(b) of
                               the Supply and Distribution Agreement will apply and ChemGenex
                               will have no additional obligation to pay any royalties or
                               licence fees with respect to the Licensed Products under this
                               Agreement.

                    (e)        In this clause:

                               CHEMGENEX REVENUE             = all amounts (excluding
                                                             Taxes) actually received by
                                                             ChemGenex or any of its Affiliates
                                                             with respect to the
                                                             commercialisation or exploitation of
                                                             Licensed Products within the Field,
                                                             including royalties, milestone
                                                             payments, licence fees and
                                                             technology transfer fees (but only
                                                             after ChemGenex recovers the
                                                             clinical and development expenses up
                                                             to (euro)5 million, including but
                                                             not limited to CRO's cost ,
                                                             products, special packaging,
                                                             investigators and consulting fees,
                                                             data management and non clinical
                                                             studies) LESS:

                                                 (I)         reasonable commissions paid by
                                                             ChemGenex to third party
                                                             distributors, brokers or agents
                                                             other than sales personnel and sales
                                                             representatives employed or engaged
                                                             by ChemGenex with respect to the
                                                             sale of such Licensed Products; and

                                                (II)         customs duties and surcharges and
                                                             other governmental charges incurred
                                                             by ChemGenex in connection with the
                                                             exportation or importation of such
                                                             Licensed Products; and




STRAGEN MANUFACTURING COST = *** per 5 milligram vial.

3.2 HHT PRODUCTS OUTSIDE OF THE FIELD

In the event that ChemGenex determines to pursue commercialisation, either itself or through its sub-distributors
or Affiliates of any HHT Products (including, for the avoidance of doubt, Licensed Products) outside of the Field
or HHT Products other than Licensed Products in the Field, ChemGenex will:
(a) have no obligation to pay any royalties or licence fees to Stragen; and

(b) purchase the Bulk HHT required for those products from Stragen at a price of *** per milligram for
development quantities and *** per milligram for commercial quantities, in accordance with the Supply and
Distribution Agreement.

3.3 PAYMENT OF ROYALTIES

Royalties payable under clause 3.1(b) must be paid with respect to each country of the Territory from the date of
First Commercial Sale of a Licensed Product in such country until the later of:

                                                         6
(a) the last to expire Valid Claim of the Stragen Patent Rights covering such Licensed Product in such country; or

(b) Ten (10) years following the First Commercial Sale of such Licensed Product in such country.

At the end of the Royalty Term in each country, ChemGenex will have a fully paid-up licence in that country.

3.4 PAYMENT DATES FOR ROYALTIES

(a) Royalties on revenues other than Licensed Products sales by sublicensees must be paid within 30 days after
the relevant amounts are paid to ChemGenex;

(b) Royalties on Licensed Products sales by sublicensees must be paid within 45 days after the date of receipt of
Products by ChemGenex's sublicensee. Such payments must be accompanied by a statement showing the
calculation of ChemGenex Revenue on a product-by-product basis in each country of the Territory, and all
information reasonably necessary to accurately calculate the amount of royalty payments due, including without
limitation, a description of the number of units sold, average sales price and any amounts deducted from gross
amounts invoiced for sales of Licensed Product.

3.5 ACCOUNTING FOR ROYALTIES

Royalties will be payable in US dollars, and any payment amounts denominated in other than US dollars must be
translated into US dollars in accordance with US generally accepted accounting principles using the rate of
exchange at the date at which the payment is due to Stragen.

3.6 RECORDS AND AUDIT RIGHTS

(a) During the Royalty Term ChemGenex shall keep full, true and accurate books of account and records in
accordance with generally accepted United States accounting principles, consistently applied, containing all
particulars and reasonable supporting documentation as may be necessary for the purpose of determining royalty
payments under this Agreement.

(b) Annually during the Royalty Term, and within 90 days from the end of its financial year, ChemGenex must
provide, at its expense, a worldwide detailed ChemGenex Revenue report detailed by countries and products,
and certified by their auditors, being a firm approved by SEC for public companies.

(c) All such books of account, records and supporting documentation shall be open for inspection at a time
mutually acceptable to the parties, during normal business hours no more frequently than once per year, for three
(3) years following the end of each calendar year to which they apply, by any independent certified public
accountant retained by Stragen (reasonably acceptable to ChemGenex) on behalf of Stragen for the purpose of
verifying ChemGenex's reports and royalty payments. If such audit discloses an underpayment, ChemGenex shall
promptly pay to Stragen the amount of such underpayment. The costs and expenses of performing such audits
shall be borne by Stragen; provided, however, that if the amount of an underpayment for the audited period is
five percent (5%) or more of the amount actually due, then the costs and expenses of performing such audit shall
be promptly reimbursed by ChemGenex.

(d) Stragen must ensure that the independent certified accountant enters into a confidentiality deed with
ChemGenex which includes an obligation not to disclose to Stragen or its Affiliates any information other than that
which is relevant to the rights of Stragen under this Agreement.

(e) In the event of a dispute between the independent certified public accountants of ChemGenex and Stragen
with respect to any matter called for by this Agreement, the parties shall select a third independent public
accounting firm to arbitrate the dispute, provided, that such firm shall have the authority only to select from among
the positions of the original two firms that position which it deems most accurate. The fees of such third firm shall
be borne by the party whose position is not approved of by such arbitrator.

                                                         7
4. DEVELOPMENT EXCLUSIVITY

Each party agrees not to research or develop Licensed Products for use in the Field in the Territory during the
term of this Agreement other than as provided for under this Agreement.

5. CONDITION PRECEDENT

The execution of the Supply and Distribution Agreement by both parties is a condition precedent to this
Agreement.

6. EUROPEAN JOINT VENTURE

6.1 ESTABLISHMENT

(a) The parties agree to form a joint venture for the registration, marketing, distribution and sale of Licensed
Products used in the Field in the JV Territory within *** days from the execution of this Agreement.

(b) ChemGenex agrees to provide at no cost to the Joint Venture Entity, that clinical and toxicology data it has in
its possession or control and that is necessary to prepare a submission for EMEA marketing approval of a
Licensed Product, on the basis that ChemGenex retains all Intellectual Property Rights with respect to that data.
The Joint Venture Entity may only use the data for the purpose contemplated by this subclause.

(c) The parties agree the following terms will be incorporated into a Joint Venture Agreement:

(i) the establishment of a Joint Venture Entity, in the form of a Swiss societe anonyme with an initial capital of
CHF ***, in which the parties' respective holdings and entitlement to profits are as follows:

(A) ChemGenex - 49%; and (B) Stragen - 51%.

(ii) Stragen to supply Licensed Product to the Joint Venture Entity at the Manufacturing Cost;

(iii) the Joint Venture Entity to be responsible for registration, marketing, distribution and sale of the Licensed
Products in the JV Territory;

(iv) the Joint Venture Entity will book sales from named patient sales of HHT in the JV Territory and will be
responsible for timely SAE and regulatory reporting to ChemGenex;

(v) the Joint Venture Entity to contract for services from respective parties and hire employees when appropriate
in the JV Territory;

(vi) a method for calculating profits and expenses for marketing and sale of Licensed Product and other products
within the JV Territory;

(vii) a method for either parties to contribute additional products to the joint venture;

(viii) a right of last refusal for either party to purchase the other party's share in the Joint Venture Entity in the
event that the other party wishes to dispose of all or part of their share, or in the event of a change in control of
the other party;

(ix) The Joint Venture Entity will be responsible and bear all costs for Regulatory Approvals in the JV Territory;
except that:

(A) Stragen is to supply the joint venture entity with copies of all:

(I) pre-clinical data;

(II) clinical data; and
(III) regulatory submissions and filings,

                                            8
in the possession or control of Stragen that relate to HHT Products in the Field; and

(B) Stragen will be responsible for all filings with the regulatory authorities with respect to potential HHT
Products for use in the Field in the JV Territory , including, but not limited to, Drug Approval Applications and
seeking Regulatory Approvals for HHT Products, including preparation of reports necessary as part of a Drug
Approval Application, at the Joint Venture Entity's reasonable expense. Without limiting the foregoing Stragen is
to be responsible for preparing the Chemistry, Manufacturing and Controls (`CMC') section of an IND and
NDA (and their equivalents), together with any other pre- or post-approval CMC documentation any
government regulatory agency may request or require in the JV Territory for HHT Products in the Field, at
Stragen's expense; and

(x) The Joint Venture Entity to solely own all Intellectual Property Rights in relation to the works referred to in
subclause (ix). All registrations, permits and licences in the JV Territory to be obtained in the name of the Joint
Venture Entity or its nominee.

(xi) ChemGenex to license free of charge the Joint Venture Entity to use the name `ChemGenex Europe'; and

(xii) Other terms and conditions typically contained in joint venture agreements of the type contemplated by this
clause.

7. JOINT STEERING COMMITTEE

7.1 ESTABLISHMENT OF JOINT STEERING COMMITTEE

Upon the execution of this Agreement the parties must form a Joint Steering Committee for the purposes of:

(a) collectively meeting, reviewing and evaluating the ongoing relationship between the parties;

(b) considering short, medium and long term development and commercialisation goals and strategic direction;

(c) considering development, expense sharing. manufacturing, supply and commercialisation of new dosage forms
of HHT Products, including oral and patch dosage forms;

(d) reporting on the research, development and other work conducted by the parties, including any discoveries or
potentially commercially valuable Intellectual Property Rights created since the last meeting of the Joint Steering
Committee;

(e) recommending any activities or other steps which should be taken to further develop, or commercially exploit
HHT Products in the Field;

(f) discussing new opportunities; and

(g) attempting to settle any disputes or disagreements between the parties.

7.2 MEMBERSHIP

(a) The Joint Steering Committee will have an equal number of representatives from each party and the size of the
Joint Steering Committee must not exceed a total of 6 members.

(b) Members of the Joint Steering Committee will be executive personnel of the parties. One member of the Joint
Steering Committee selected by Stragen and one member of the Joint Steering Committee selected by
ChemGenex must have substantial experience in pharmaceutical product research and development.

(c) The initial members of the Joint Steering Committee will be the persons named in the Schedule.

                                                          9
(d) Members of the Joint Steering Committee will serve on such terms and conditions as determined by the party
selecting the person for membership on the Joint Steering Committee.

(e) An alternate member designated by a party may serve temporarily in the absence of a permanent member
designated by such party.

7.3 MEETINGS OF THE JOINT STEERING COMMITTEE

                    The Joint Steering Committee:

                    (a)       will hold meetings at such times and places as shall be
                              determined by a majority of the entire membership of the Joint
                              Steering Committee but in no event shall such meetings be held
                              less frequently than once every quarter, except as may be
                              agreed by the Joint Steering Committee;

                    (b)       may conduct meetings in person or by telephone conference,
                              provided that any decision made during a telephone conference
                              meeting is evidenced in writing signed by one of each party's
                              members of the Joint Steering Committee from each of the
                              parties;

         (c)                  must keep minutes reflecting actions taken at meetings.

         7.4        FUNCTIONS AND POWERS OF THE JOINT STEERING COMMITTEE

                    (a)       The activities of the parties under this Agreement shall be
                              managed by the Joint Steering Committee only to the extent set
                              forth in this clause.

                    (b)       ChemGenex will make all ultimate decisions regarding the
                              development and commercialisation in the Territory of the HHT
                              Products.

         8.         CONTACT OFFICERS

                    Each party must nominate a Contact Officer to serve as the primary
                    point of contact for the other party with respect to this Agreement. As
                    at the date of this Agreement each party's Contact Officer will be as
                    set out in the Schedule.

         9.         CLINICAL DEVELOPMENT AND DILIGENCE OBLIGATIONS

         9.1        COMMERCIALLY REASONABLE EFFORTS

                    Subject to the general budget and financing plan to be approved by a
                    resolution of the ChemGenex board of directors, and all applicable laws
                    and regulatory requirements, ChemGenex will use commercially reasonable
                    efforts, consistent with accepted business practices and legal
                    requirements relating to pharmaceutical drug development, to:

                    (a)       conduct scientific, technical and clinical (but not
                              manufacturing) activities, required for the sale of Licensed
                              Products for use in the Field in the Territory;

                    (b)       to pursue and maintain necessary governmental approvals for
                              Licensed Products for use in the Field in the Territory; and

                    (c)       to market Licensed Products for use in the Field in the
                              Territory after appropriate Regulatory Approval, provided
                              however, that the approvals for all manufacturing activities
                              will be the sole responsibility of Stragen.

         9.2        CLINICAL DEVELOPMENT AND REGULATORY FILINGS

                    (a)       ChemGenex will be responsible for financing, overseeing and
                              conducting the clinical development of Licensed Products in
                              order to obtain Regulatory Approvals on a worldwide basis
                              .ChemGenex will be responsible for ongoing regulatory filings
                              to support clinical development worldwide including the JV
                              Territory.
10
(b) ChemGenex will be responsible for preparing and filing all filings with the regulatory authorities with respect to
potential HHT Products for use in the Field in the Territory, including, but not limited to, Drug Approval
Applications and seeking Regulatory Approvals for HHT Products, including preparation of reports necessary as
part of a Drug Approval Application. ChemGenex will solely own all Intellectual Property Rights in relation to the
works referred to in this clause. All such registrations, permits and licences in the Territory shall be obtained in the
name of ChemGenex or one of its Affiliates or Subdistributors.

(c) Stragen will be responsible for filing with regulatory authorities for marketing approval of HHT Products for
use in the Field in the JV Territory in accordance with clause 6.1(c)(ix)(B) and 6.1(c)(x).

(d) Stragen must provide ChemGenex with such information and other material in English as ChemGenex shall
reasonably request (or as the appropriate health regulatory authorities shall require) in support of applications for
Licensed Product registrations (including regulatory filings to support clinical development of Licensed Products)
including without limitation:

(i) all preclinical and clinical data; and

(ii) all regulatory submissions and filings; (iii) all chemistry, manufacturing and controls data,

in Stragen's possession relating to the Licensed Products.

(e) ChemGenex agrees to proceed with Stragen Pharma's Phase 2 Study Protocols in Accelerated Phase
Chronic Myeloid Leukemia (Study HHT-CML/INTL/04.2 and 04.3) and to reimburse Stragen for the payment
it has made to Inveresk Research Limited (CRO) (`INVERESK') on January 1st, 2006 (as per the invoice
contained in Annexure D) subject to Stragen providing ChemGenex with proof of payment. ChemGenex agrees
to contract directly with Inveresk and pay bills issued by Inveresk for services performed for ChemGenex from
the date of execution of this Agreement (in accordance with its obligations under the contracts it makes with
Inveresk). For the avoidance of doubt, the parties agree that ChemGenex will not be obliged to make or
reimburse Stragen or Stragen Pharma for any additional payments payable by Stragen Pharma or Stragen to
Inveresk.

9.3 CLINICAL SUPPLIES

The Joint Steering Committee will advise Stragen of the amounts of Licensed Product required by ChemGenex to
conduct clinical trials. Stragen must supply such amounts of Licensed Product in a timely manner and upon the
terms and conditions provided for in the Supply and Distribution Agreement.

9.4 REGULATORY CHANGES

Each party shall promptly advise the other party of any known new instructions or specifications relating to HHT
Products required by the health regulatory authorities of any country within the Territory, and the parties shall
confer with respect to the best mode of compliance with such new requirements.

10. REPRESENTATIONS AND WARRANTIES 10.1 REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that:

                                             DUE AUTHORISATION

(a) It is duly authorised to execute and deliver this Agreement and to perform its obligations hereunder, and any
person executing this Agreement on its behalf has been duly authorised to do so by all requisite corporate action.

                                                           11
                                            BINDING AGREEMENT

                     (b)        This Agreement is legally binding upon such party and
                                enforceable in accordance with its terms, subject to the
                                effects of bankruptcy, insolvency or other laws of general
                                application affecting the enforcement of creditor rights and
                                judicial principles affecting the availability of specific
                                performance and general principles of equity whether
                                enforceability is considered a proceeding at law or equity.
                                The execution, delivery and performance of this Agreement by
                                itself does not conflict with any material agreement,
                                instrument or understanding, oral or written, to which it is a
                                party or by which it may be bound, nor violate any material
                                law or regulation of any court, governmental body or
                                administrative or other agency having jurisdiction over it.

          10.2       REPRESENTATIONS AND WARRANTIES OF STRAGEN

                     Stragen makes the following representations and/or warranties to




                                                    ChemGenex:

(a) Stagen represents and warrants that, to Stragen's knowledge:

(i) Stragen owns the entire right, title and interest in and to the Stragen Know-How and Technology in the Field;

(ii) Stragen owns the entire right, title and interest in and to the Stragen Patent Rights in the Field and the Trade
Marks;

(iii) Stragen has not at the date of this Agreement granted

                                           any licences or rights that are inconsistent with the
                                           licences and other rights granted to ChemGenex under
                                           this Agreement; and

                                (iv)       as at the date of this Agreement, no third party has
                                           charged in writing that any aspect of the Stragen
                                           Know-How or the Stragen Patent Rights or Stragen's
                                           use of the Trade Marks infringes any existing
                                           intellectual property of such third party, and
                                           Stragen is not aware of the existence of any
                                           reasonable basis for the assertion of any such third
                                           party claim.

          10.3       DISCLAIMER OF WARRANTIES

                     EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES
                     ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, AND
                     HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
                     LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR
                     FITNESS FOR A PARTICULAR PURPOSE. STRAGEN MAKES NO WARRANTY OR
                     REPRESENTATION AS TO THE VALIDITY OR SCOPE OF STRAGEN PATENT RIGHTS, OR
                     THAT ANY LICENSED PRODUCT WILL BE FREE FROM AN INFRINGEMENT ON PATENTS
                     OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT NO
                     THIRD PARTIES ARE IN ANY WAY INFRINGING STRAGEN PATENT RIGHTS COVERED
                     BY THIS AGREEMENT.

          11.        INTELLECTUAL PROPERTY 11.1 OWNERSHIP

                     (a)        Each party will own all Intellectual Property Rights in and to
                                any of their respective inventions, discoveries, methods,
                                processes, technical processes, know-how, work or improvements
                                conceived, made, done or reduced to practise in relation to
                                HHT Products including, without limitation, any potential uses
                                of HHT Products.

                     (b)        Intellectual Property Rights in and to any of the inventions,
                                discoveries, methods, processes, technical processes, know-how
      or improvements referred to in the preceding subclause that
      are conceived, made, done or reduced to practice by the
      parties jointly, will be held by the parties jointly.

(c)   Within 60 days of request, each party must execute, sign and
      deliver all written assignments, deeds, agreements,
      applications, notices, information and other documents
      necessary or

                          12
               convenient to assign to the other party their Intellectual
               Property Rights, or as otherwise required to evidence or vest
               ownership of the Intellectual Property Rights in accordance
               with this clause.

11.2   ENFORCEMENT

       (a)     If any Stragen Patent Right is infringed by a third party in
               the Territory during the term of this Agreement, the party to
               this Agreement first having knowledge of such infringement
               must promptly notify the other in writing.

       (b)     The notice must set out the perceived facts of such
               infringement in reasonable detail.

       (c)     Stragen will have the primary right, but not the obligation,
               to institute, prosecute and control any action or proceeding
               by its own counsel with respect to infringement or
               misappropriation of such Stragen Patent Rights and ChemGenex
               shall have the right, at its own expense, to be represented in
               such action by its own counsel.

       (d)     If Stragen fails to bring any such action or proceeding within
               a period of 180 days after receiving written notice from
               ChemGenex or otherwise having knowledge of such infringement,
               and the infringement relates to the Field and Territory, then
               ChemGenex will have the right to bring and control any such
               action by counsel of its own choice, and Stragen shall have
               the right, at its own expense, to be represented in any such
               action or proceeding.


       (e)     In any event, each party agrees to be joined as a party to
               proceedings if required by law to maintain the action or if
               reasonably requested and, in any event, to give the non joined
               party all reasonable assistance and authority to file and to
               prosecute such suit.

       (f)     The costs and expenses of all suits brought by either party
               under this clause will be reimbursed to both parties out of
               any damages or other monetary awards recovered in favour of
               Stragen and/or ChemGenex.

       (g)     ChemGenex may not enter into any settlement or consent
               judgment or other voluntary final disposition of a suit under
               this clause, without the express written consent of Stragen
               (which consent shall not be unreasonably withheld, conditioned
               or delayed). Stragen may not enter into any settlement or
               consent judgment or other voluntary final disposition of a
               suit under this clause that relates specifically to the Field
               and Territory, without the express written consent of
               ChemGenex (which consent shall not be unreasonably withheld,
               conditioned or delayed).

11.3   PATENT TERM RESTORATION

       The parties must give reasonable cooperation to each other in obtaining
       patent term restoration or supplemental protection certificates or
       their equivalents in any country in the Territory where applicable to
       the Licensed Products.

11.4   REGISTRATION AS LICENSEE

       (a)      ChemGenex may at any time during the term of this Agreement
                request Stragen to grant to ChemGenex licences for the Stragen
                Patent Rights in a form which complies with the requirements
                of the law and public authorities in each part of the
                Territory to enable ChemGenex at its expense to become duly
                registered as a licensee under the relevant patent/s. (b)
                ChemGenex must bear all costs and expenses incurred in the
                grant and registration of formal licences under clause (a).
                11.5 REGISTRATION AND MAINTENANCE OF PATENTS (a) Stragen must
                do all acts, matters and things (including the payment of all
                renewal fees) and execute all documents necessary to maintain
                the Stragen Patent Rights in force, and must produce to
ChemGenex 30 days before the last day for the payment of the
renewal fees evidence satisfactory to ChemGenex that
registration of the relevant patent/s has been renewed. If
ChemGenex is not satisfied that registration of the patent/s
has been renewed,

                    13
               it may pay the renewal fees and deduct the amount paid from
               the royalties or payments payable to Stragen under this
               Agreement.

       (b)     Stragen must at its own cost defend every action or
               proceedings instituted for the revocation of the Stragen
               Patent Rights.

       (c)     In the event that no exclusivity exists as a consequence of
               the invalidity, revocation or expiration of the Stragen Patent
               Rights in any country comprising part of the Territory the
               obligations contained in this Agreement for ChemGenex to pay
               royalties upon sales or commercialisation within that part of
               the Territory cease from the date of such invalidity,
               revocation or expiration.

       (d)     With respect to Intellectual Property Rights, other than the
               Stragen Patent Rights, owned solely by one of the parties:

               (i)       the party who owns the Intellectual Property Rights
                         will be responsible for filing, prosecuting and
                         maintaining patent applications and patents to
                         protect their Intellectual Property Rights; and

               (ii)      the other party will have a right to review and
                         comment on such filings and related correspondence,
                         however the party who owns the Intellectual Property
                         Rights will have the sole discretion as to:

                         (A)      whether or not to apply for, prosecute
                                  and/or maintain patents; and

                         (B)     the countries in which patent protection is
                                 sought or maintained.

       (e)     With respect to Intellectual Property Rights owned jointly by
               the parties:

               (i)       the decision as to whether or not to seek and/or
                         maintain patent protection will be made by the Joint
                         Steering Committee;

               (ii)      both parties will have a right to review and comment
                         on any filings and related correspondence; and

               (iii)     the parties will share the expenses of filing,
                         prosecuting and maintaining such applications
                         jointly.

11.6   INFRINGEMENT OF TRADE MARKS

       (a)     In the event that a third party at any time provides written
               notice of a claim to, or brings an action, suit or proceeding
               against, either party or any of its Affiliates, claiming
               infringement of its trade mark rights by virtue of the use by
               ChemGenex of any of the Trade Marks, that party must promptly
               notify the other party of the claim or the commencement of
               such action, suit or processing, enclosing a copy of the
               claims and/or all papers served.

12.    INDEMNIFICATION

12.1   INDEMNIFICATION BY CHEMGENEX

       Subject to the terms of the Supply and Distribution Agreement,
       ChemGenex hereby agrees to defend, indemnify and hold harmless Stragen
       and its Affiliates, officers, directors, employees, consultants and
       agents from and against any and all suits, claims, actions, demands,
       liabilities, expenses and or losses, including reasonable attorneys'
       fees and other costs of defence (`CLAIMS'):

       (a)     resulting from the use, handling, storage, offer for sale,
               sale or other disposition of HHT Product by ChemGenex, its
               Affiliates, agents or sublicensees, but only to the extent
               such Claims do not result from the negligence or intentional
      misconduct of, or material breach of this Agreement or the
      Supply and Distribution Agreement by Stragen;

(b)   resulting directly from a material breach of this Agreement by
      ChemGenex; or

(c)   from the negligence or intentional misconduct of ChemGenex,
      its Affiliates, sublicensees, officers, directors, employees,
      contractors or agents.

                          14
          12.2       INDEMNIFICATION BY STRAGEN

                     Stragen and Stragen Pharma hereby agree to defend, indemnify and hold
                     harmless ChemGenex and its Affiliates, officers, directors, employees,
                     consultants and agents from and against any and all Claims resulting
                     from a material breach of this Agreement or the Supply and Distribution
                     Agreement by Stragen or Stragen Pharma or from the negligence or
                     intentional misconduct of Stragen, Stragen Pharma or either of their
                     Affiliates, officers, directors, employees, contractors or agents.

          12.3       INDEMNIFICATION PROCEDURES

                     (a)         Promptly after the receipt by any party hereto of notice under




clause 12.1 or clause 12.2 of:

(i) any claim; or

(ii) the commencement of any action or proceeding,

such party (the `AGGRIEVED PARTY') will, if a claim with respect thereto is to be made against any party
obligated to provide indemnification (the `INDEMNIFYING PARTY') pursuant to such sections, give such
Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall
permit the Indemnifying Party to assume the defence of any such claim or any litigation resulting from such claim,
and, upon such assumption, shall cooperate fully with the Indemnifying Party in the conduct of such defence.
Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a
reasonable time, but in no event more than 15 days after notice thereof shall have been given to the Indemnifying
Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying
Party assumes the defence of any such claim or litigation resulting therefrom, the obligations of the Indemnifying
Party as to such claim shall be limited to taking all steps necessary in the defence or settlement of such claim or
litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any and all losses,
damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any
judgment in connection with such claim or litigation resulting therefrom. The Aggrieved Party may participate, at
its expense, in the defence of such claim or litigation provided that the Indemnifying Party shall direct and control
the defence of such claim or litigation. The Indemnifying Party shall not, in the defence of such claim or any
litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved
Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not
include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a
release from all liability in respect of such claim or litigation.

(b) If the Indemnifying Party shall not assume the defence of any such claim or litigation resulting therefrom within
a period of 15 days from the date of issue of the claim, the Aggrieved Party may defend against such claim or
litigation in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the
Aggrieved Party a sum equivalent to the total amount demanded in such claim or litigation within a period of 15
days from the date of issue of the claim, or shall deliver to the Aggrieved Party a surety bond in form and
substance reasonably satisfactory to the Aggrieved Party, the Aggrieved Party may settle such claim or litigation
on such terms as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Aggrieved
Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Aggrieved Party in
connection with the defence against or settlement of such claims or litigation. If no settlement of such claim or
litigation is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any
judgment rendered with respect to such claim or in such litigation and of all reasonable expenses, legal or
otherwise, incurred by the Aggrieved Party in the defence against such claim or litigation.

13. LIMITATION ON LIABILITY

    IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
      CONSEQUENTIAL DAMAGES RESULTING FROM THE GRANT OR EXERCISE OF

                                                         15
                      RIGHTS UNDER THIS AGREEMENT OR THE USE OR SALE OF LICENSED PRODUCTS.

          14.         TERM AND TERMINATION

          14.1        TERM

                      This Agreement shall commence on the date of this Agreement and will
                      continue in each country in the Territory until the last day of the
                      Royalty Term with respect to such country, unless terminated earlier in
                      accordance with this Agreement.

          14.2        TERMINATION




(a) Either party shall have the right to terminate this Agreement:

(i) Upon 30 days prior notice to the other in the event that the other commits any material breach of its obligations
under this Agreement and (where the breach is capable of remedy) fails to remedy the same within a reasonable
time after being called upon in writing to do so; or

(ii) to the extent permitted by law, upon notice to the other in the event the other party:

(A) becomes insolvent;

(B) fails generally to pay its debts as they fall due;

(C) files a voluntary petition or any answer admitting the material allegations of, or consents to, an involuntary
petition pursuant to or purporting to be pursuant to any reorganization or insolvency law of any jurisdiction;

(D) makes an assignment for the benefit of creditors; or

(E) applies for or consents to the appointment of a receiver or trustee of a substantial party of its property; or
Effect of Expiration or Termination of this Agreement.

(b) The rights and obligations set forth in this Agreement shall extend beyond the term or termination of the
Agreement only to the extent expressly provided for herein, or the extent that the survival of such rights or
obligations are necessary to permit their complete fulfilment or discharge.

14.3 ACCRUED RIGHTS, SURVIVING OBLIGATIONS

(a) Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any
rights which shall have accrued to the benefit of either party prior to such termination, relinquishment or
expiration, including damages arising from any breach hereunder.

(b) The following clauses will survive termination or expiration of this Agreement: 3.3, 3.4, 3.5, 3.6,10,11.1,
12,13,
15(a),17, 18, 19.3,19.4,20.

15. ADVERTISING AND PUBLICITY

(a) Except for such disclosures as are deemed necessary in Stragen's or ChemGenex's, as the case may be,
reasonable judgment to comply with applicable law, only ChemGenex may make any publicly disseminated oral
or written disclosure relating or referring to, or use any advertising or publicity which relates or makes reference
to:

(i) this Agreement;

(ii) the Supply and Distribution Agreement

(iii) the terms of this Agreement or the Supply and Distribution Agreement;
(iv) the development or commercialisation of HHT Products; or

(v) the publication or presentation of scientific data.

                                                          16
                                (b)        Stragen will have the right to review public
                                           announcement relating to HHT Products prior to public
                                           release by ChemGenex.

          16.        OPTION

          16.1       GRANT

                     ChemGenex grants to Stragen an option to subscribe for one million
                     (1,000,000) ordinary shares in ChemGenex for consideration of *** per
                     share (`THE OPTION'), exercisable on the terms and subject to the
                     conditions set out in this clause.

          16.2       CONDITION

                     (a)        The grant of the Option is subject to the Australian Stock
                                Exchange (ASX) listing rules (`LISTING Rules') and is upon the
                                approval of the shareholders of ChemGenex in accordance with
                                Listing Rule 7.1.5 if required.

                     (b)        If approval is required, ChemGenex will do all things
                                reasonably necessary to procure the approval at the next
                                annual general meeting of ChemGenex or any prior extraordinary
                                general meeting of ChemGenex, but not later than October 30,
                                2005.

          16.3       CERTIFICATE

                     ChemGenex will procure the delivery of a certificate in respect of the
                     Option following the grant, evidencing the Option and setting out the
                     terms of the Option.

          16.4       ASSIGNMENT

                     The Option is personal to Stragen and may not be assigned to or
                     exercised by any other entity or person.

          16.5       TIME FOR EXERCISE

                     The Option may not be exercised until that day which is 12 months after




the date of this Agreement and expires on the earlier of:

(a) the failure of a condition applicable to the Option; and

(b) that day which is 5 years after the date of this Agreement (`THE EXPIRY DATE').

16.6 TERMS OF EXERCISE

(a) The Option must be exercised before the Expiry Date and may be exercised once only, whether in relation to
all or part of the one million (1,000,000) shares.

(b) All shares issued pursuant to the exercise of the Option together will rank pari passu in all respects with
shares on issue at the time of allotment.

(c) The Option will confer no right on Stragen to participate in new issues of securities by ChemGenex without
exercising the Option.

16.7 METHOD OF EXERCISE

                      (a)        The Option must be exercised by delivering to the registered
                                 office of ChemGenex a notice stating that Stragen is
                                 exercising the Option, which is signed by Stragen.

           16.8       ACKNOWLEDGEMENT

           (a)                   Stragen acknowledges that any liabilities incurred by Stragen
                                 as a result of the issue of the Option and/or shares in
ChemGenex are liabilities of Stragen and not ChemGenex.

                    17
17.    CONFIDENTIALITY

17.1   CONFIDENTIALITY

(a)                      For a period of ten (10) years from the Effective Date
                         of this Agreement or five (5) years from the
                         termination hereof, whichever occurs later:

(i)                      each party shall refrain from the use of Confidential
                         Information furnished by the other party for any
                         purpose inconsistent with this Agreement; and

(ii)                     each party shall treat Confidential Information
                         furnished by the other party as if it were its own
                         proprietary information and shall not disclose it to
                         any third party other than its Affiliates or
                         consultants without the prior written consent of the
                         other party who furnished such information and subject
                         to the same obligations of Confidentiality as set out
                         in this Agreement.

(b)                      Clause 17.1(a)(ii) above shall not apply where such
                         Confidential Information is:

(i)                      disclosed to comply with the requirements of any law,
                         governmental order (including a court order) or
                         regulation; or

(ii)                     information disclosed by Stragen for the purpose
                         obtaining any Regulatory Approvals for HHT Products
                         including all material and information submitted to
                         and/or filed with a governmental regulatory agency or
                         any other equivalent agency covering the HHT Products
                         and information related to the HHT Products contained
                         in all documents submitted in connection with
                         regulatory submissions throughout the world covering
                         the HHT Products.

17.2   DISCLOSURE REQUIRED BY LAW

       In the event that either party is required to make disclosure of the
       other's Confidential Information as a result of the issuance of a court
       order or other government process, the party subject to such
       requirement promptly, but in not event more than 48 hours after
       learning of such court order or other government process, shall notify
       the other party and, at the other party's expense, the party subject to
       such requirements shall:

       (a)     take all reasonably necessary steps requested by the other
               party to defend against the enforcement of such court order or
               other government process; and

       (b)     permit the other party to intervene and participate with
               counsel of its choice in any proceeding relating to the
               enforcement thereof.

18.    LICENSE OF INTELLECTUAL PROPERTY RIGHTS FROM STRAGEN PHARMA TO STRAGEN

18.1   CONSIDERATION

       The covenants given in this Agreement by Stragen Pharma in favour of
       ChemGenex are given in consideration for:

       (a)      ChemGenex entering into this Agreement and the Supply and
                Distribution Agreement at the request of Stragen Pharma; and

       (b)     the covenants given by ChemGenex in clause (e) of this
               Agreement to proceed with Stragen Pharma's Phase 2 Study
               Protocols in Accelerated Phase Chronic Myeloid Leukemia (Study
               HHT-CML/INTL/04.2 and 04.3), pay the Inveresk invoice and
               enter into direct service contracts with Inveresk; and

       (c)     all of the covenants given by ChemGenex in favour of Stragen
               and Stragen's Affiliates, under both this Agreement and the
               Supply and Distribution Agreement.
         18.2         LICENSE OF STRAGEN RIGHTS




(a) Stragen Pharma:

                                                  18
(i) warrants and represents to ChemGenex that Stragen is exclusively licensed and authorised by Stragen Pharma
to grant the rights Stragen has purported to give to ChemGenex under clause 2.1 and the other clauses contained
in this Agreement, and the under the Supply and Distribution Agreement (`THE STRAGEN LICENCE'); and

(ii) agrees that in the event and to the extent that the Stragen Licence is terminated, invalidated, revoked, or
otherwise is, or becomes, ineffective to grant to ChemGenex the rights purported to be given to it by Stragen
under this Agreement or under the Supply and Distribution Agreement:

(A) Stragen will grant to ChemGenex a direct licence giving ChemGenex the same rights as it has under the
Stragen Licence; and

(B) any references to Stragen in this Agreement and in the Supply and Distribution Agreement will be construed
as a reference to Stragen Pharma, and Stragen Pharma will perform the obligations of Stragen under this
Agreement and the Supply and Distribution Agreement.

(b) The licence referred to in sub-clause 18.2(a)(ii)(A) will take effect immediately without the need for any
further action by either party, however if requested by ChemGenex, Stragen Pharma must promptly sign all
documents and do all other things reasonably required by ChemGenex to give effect to this clause.

18.3 INDEMNITY

                     (a)       Stragen Pharma agrees to indemnify and hold harmless ChemGenex
                               and its Affiliates, officers, directors, employees,
                               consultants and agents from and against any and all Claims
                               resulting from a material breach of this Agreement or the
                               Supply and Distribution Agreement by Stragen or Stragen Pharma
                               or from the negligence or intentional misconduct of Stragen,
                               Stragen Pharma or either of their Affiliates, officers,
                               directors, employees, contractors or agents.

          19.        MISCELLANEOUS

          19.1       GOVERNING LAW; CHOICE OF FORUM

                     The parties agree that this Agreement shall be governed by and
                     construed in accordance with the laws of Switzerland, state of Geneva,
                     and irrevocably submit to the non-exclusive jurisdiction of the courts
                     of that state.

          19.2       RELATIONSHIP

                     (a)       Nothing contained in this Agreement will be deemed to create
                               any association, partnership, joint venture, or relationship
                               of principal and agent between the parties to this Agreement
                               or any of their respective Affiliates, or to provide either
                               party with the right, power or authority, whether express or
                               implied, to create any such duty or obligation on behalf of
                               the other party.

                     (b)       No employee or representative of a party will have any
                               authority to bind or obligate the other party to this
                               Agreement for any sum or in any manner whatsoever, or to
                               create or impose any contractual or other liability on the
                               other party without relevant party's authorised written
                               approval.

          19.3       INTEREST DUE ON LATE PAYMENTS

                     If any amount payable by under this Agreement by one party to the other
                     is not paid when due, then without limiting any other rights which the
                     relevant party may have as a result of such late payment, the amount
                     unpaid shall bear interest until paid at a rate per annum equal to the
                     prime rate published and as changed from time to time by Citibank, N.A.
                     New York, New York (as reported in The Wall Street Journal) plus two
                     and one-half percent (2.5%), with such interest to be paid on demand
                     together with all costs incurred by Stragen to collect the amounts due
                     hereunder, including but not limited to reasonable attorneys fees and
                     disbursements.
19
          19.4      TAXES

                    Each party shall bear all taxes imposed on it as a result of the
                    performance by such party under this Agreement including, but not
                    limited to, any sales tax, any tax on or measured by any payment
                    required to be made hereunder, any registration tax, or any tax imposed
                    with respect to the granting of licences or other rights hereunder. The
                    parties shall cooperate fully with each other in obtaining and filing
                    all requisite certificates and documents with the appropriate
                    authorities and shall take such further action as may reasonably be
                    necessary to avoid the deduction of any withholding or similar taxes
                    from any remittance of funds by ChemGenex to Stragen hereunder.

          19.5      EMPLOYEES

                    Neither party shall have any responsibility for the hiring, firing or
                    compensation of the other party's employees or for any employee
                    benefits of the other party's employees.

          19.6      ASSIGNMENT

                    This Agreement shall be binding upon, and shall inure to the benefit of
                    successors to a party hereto, but shall not otherwise be assignable
                    without the prior written consent of both parties, except to:

                    (a)        the successor or assignee of all or substantially all of a
                               party's business relating to HHT Products; or

                    (b)        a party's Affiliate; or

                    (c)        another entity in a party's corporate group,

                    in which cases no prior consent will be required.

                    In the event all or part of a party's interest under this Agreement is
                    assigned or transferred, that party must notify the other at least 30
                    days prior to such assignment or transfer.

          19.7      NOTICES

                    Any notice   required or permitted to be made or given hereunder shall
                    (except as   otherwise expressly provided herein) be in writing and shall
                    be made or   given to the other party by personal in-hand delivery; by
                    facsimile,   by airmail, postage prepaid; or by air courier to the




mailing or facsimile numbers set forth below:

                            CHEMGENEX PHARMACEUTICALS LIMITED
                                        Pigdons Road

Waurn Ponds, Victoria, Australia, 3216

Fax +61 3 5227 1322

                                      STRAGEN INVESTMENT B.V.
                                         c/- Stragen Pharma S.A.
                                          3, rue Hugo-de-Senger
                                               P.O. Box 617

CH-1211 Geneva 4

Fax + 41 22 809 40 99

                                          STRAGEN PHARMA S.A.
                                            3, rue Hugo-de-Senger
                                                 P.O. Box 617
CH-1211 Geneva 4

Fax + 41 22 809 40 99

                        20
                 or to such other address or facsimile numbers as either party
                 shall designate by notice, similarly given, to the other
                 party. Notices shall be deemed to have been sufficiently made
                 or given:

        (a)      if by personal in-hand delivery, or by facsimile with
                 confirmed transmissions, when performed;

        (b)      if mailed by air mail, 14 days after being deposited in the
                 mail, postage prepaid; or

        (c)      by air courier, 3 days after delivery to the air courier
                 company.

19.8    FORCE MAJEURE

        In the event that either party is prevented from performing or is
        unable to perform any of its obligations under this Agreement due to
        any act of God, fire, casualty, flood, war, strike, lockout, failure of
        public utilities, injunction or any act, exercise, assertion or
        requirement of governmental authority, including any governmental law,
        order regulation permanently or temporarily prohibiting or reducing the
        level of the manufacture of Licensed Product, epidemic, destruction of
        production facilitates, riots, insurrection, inability to procure or
        use materials, labour, equipment, transportation or energy sufficient
        to meet manufacturing needs; or any other cause beyond the reasonable
        control of the party invoking this clause 19.8 provided such party
        shall have used its best efforts to avoid such occurrence; such party
        shall give notice to the other party in writing promptly, and thereupon
        the affected party's performance shall be excused and the time for
        performance shall be extended for the period of delay or inability to
        perform due to such occurrence.

19.9    WAIVER

        The waiver by either party of a breach or a default of any provision of
        this Agreement by the other party shall not be construed as a waiver of
        any succeeding breach of the same or any other provision, nor shall any
        delay or omission on the part of either party to exercise or avail
        itself of any right, power or privilege that it has or may have
        hereunder operate as a waiver of any right, power or privilege by such
        party.

19.10   PARTIAL INVALIDITY

        The parties to this Agreement desire and intend that the terms and
        conditions of this Agreement be enforced to the fullest extent
        permissible under the laws and public policies applied in each
        jurisdiction where enforcement is sought. If any particular term or
        condition of this Agreement is adjudicated , or becomes by operation of
        law, invalid or unenforceable, this Agreement will be deemed amended to
        delete the portion which is adjudicated, or which becomes by operation
        of law, invalid or unenforceable, provided, however, that where
        possible, a particular term or condition will be reduced to the extent
        necessary to permit the remainder of the particular term or condition
        to be enforced, the deletion or reduction to apply only with respect to
        the operation of the term or condition and the remainder of this
        Agreement to remain in full force and effect. A deletion or reduction
        of any term or condition will apply only with respect to the operation
        of that term or condition in the particular jurisdiction in which such
        adjudication is made or becomes by operation of law, invalid or
        unenforceable.

19.11   COUNTERPARTS; ENGLISH LANGUAGE

        This Agreement may be executed in any number of counterparts, each of
        which shall be deemed an original but all of which together shall
        constitute one and the same instrument. This Agreement is entered into
        in the English language. In the event of any dispute concerning the
        construction or meaning of this Agreement, reference shall be made only
        to this Agreement as written in English and not to any translation
        hereof into any other language, and this English language version shall
        be controlling for all purposes.

                                     21
           20.       DISPUTES

           20.1      ALTERNATIVE DISPUTE RESOLUTION PROCEDURE

                     (a)         A party must not start arbitration or court proceedings
                                 (except proceedings seeking interlocutory relief) in respect
                                 of a dispute arising out of this Agreement (`DISPUTE') unless
                                 it has complied with this clause.

                     (b)         A party claiming that a Dispute has arisen must notify the
                                 other party to the Dispute, specifying the nature of the
                                 Dispute.

                     (c)         Within 14 days after a notice is given under clause (b), each
                                 party to the Dispute must nominate in writing a representative
                                 authorised to settle the Dispute on its behalf.

                     (d)         Each party must ensure that, during the 30 day period after a
                                 notice is given under clause (b) (or longer period agreed
                                 between the parties), its representative uses his or her best
                                 endeavours, with the other representatives and the Joint




                                               Steering Committee:

(i) to resolve the Dispute; or

(ii) to agree on:

(A) a process to resolve all or at least part of the Dispute without arbitration or court proceedings, (eg mediation,
conciliation, executive appraisal or independent expert determination);

(B) the selection and payment of any third party to be engaged by the parties and the involvement of any dispute
resolution organisation;

(C) any procedural rules;

(D) the timetable, including any exchange of relevant information and documents; and

(E) the place where meetings will be held.

(e) The role of any third party is to assist in negotiating a resolution of the Dispute. A third party may not make a
decision that is binding on a party unless that party's representative has so agreed in writing.

(f) Each party:

(i) must keep confidential all information or documents disclosed by a representative under this clause; and

(ii) must not use such information or documents except to attempt to settle the Dispute.

(g) Each party must bear its own costs of resolving a Dispute under this clause and the parties must bear equally
the costs of any third party engaged.

(h) After the 30 day period referred to in clause (d) (or longer period agreed between the parties), a party that
has complied with clauses (b) to (d) may terminate the dispute resolution process by giving notice to the other
parties to the Dispute.

(i) If a party to a Dispute does not comply with any provision of clauses (a) to (d) the other parties to the Dispute
are not bound by clauses (a) to (d).

21. INTERPRETATION

In this Agreement, except to the extent the context otherwise requires:
(a) the singular includes the plural and vice versa and a gender includes other genders;

(b) a reference to a party is to be construed as a reference to a party to this Agreement;

(c) a reference to a party to this Agreement or any other document or agreement includes its successors and
permitted assigns;

(d) a reference to an item in the Background, clause, schedule, annexure or appendix is a reference to an item in
the Background, clause of or schedule, annexure or appendix to this Agreement and references to this Agreement
include its schedules and any annexures;

                                                        22
(e) where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that
word or phrase have corresponding meanings;

(f) a reference to a document or agreement including this Agreement includes a reference to that document or
agreement as amended, novated, supplemented, varied or replaced from time to time;

(g) in the interpretation of this Agreement, headings are to be disregarded;

(h) references to `***' are to *** unless otherwise indicated.

                                                        23
SCHEDULE

     JOINT STEERING COMMITTEE MEMBERS   ChemGenex:   Dennis Brown

                                                     Harry Pedersen


                                        Stragen:     Antoine Tetard

                                                     2nd member to be advised


     CONTACT OFFICER                    ChemGenex:   Harry Pedersen

                                        Stragen:     Antoine Tetard




                                          24
EXECUTED as an agreement.

                       EXECUTED for and on behalf of                    )
                       CHEMGENEX PHARMACEUTICALS LIMITED                )
                       by authority of the directors in the presence of:)
                                                                        )



         ---------------------------------------------------          ----------------------------------
/~       Director                                              /~     Director/Secretary




         Greg Collier                                                    James Campbell          Authori
         ---------------------------------------------------          ----------------------------------
/~       Full name of director                                 /~     Full name of director/secretary


EXECUTED for and on behalf of        )
STRAGEN INVESTMENT B.V. by authority )
of the directors in the presence of: )
                                     )

         ---------------------------------------------------          ----------------------------------
/~       Director                                              /~     Director/Secretary




         Jan Versteeg                                                    Johan Versluis
         ---------------------------------------------------          ----------------------------------
/~       Full name of director                                 /~     Full name of director/secretary


EXECUTED for and on behalf of          )
STRAGEN PHARMA S.A. by authority of the)
directors in the presence of:          )
                                       )

         ---------------------------------------------------          ----------------------------------
/~       Director                                              /~     Director/Secretary




        Jean Luc Tetard                                                  Antoine Tetard
         ---------------------------------------------------          ----------------------------------
/~       Full name of director                                 /~     Full name of director/secretary




                                               25
ANNEXURE A
Stragen Patents

---------------------------------------------------------------------------------------------------------

                                            PATENTS PORTFOLIO OF STRAGENPHARMA

Liste des Criteres de selections

                           Titre abrege                         cephalotaxanes

---------------------------------------------------------------------------------------------------------
Short title         Country Protected as       Status    Your    Based on    Filing     Filing      Date
                                                         ref                 date       number      grant
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          US Patent              in                FR 98       30/03/2001 09/817 176 02/09
                            (Continuation in   force             03492
                            part)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FR Patent              in                            20/03/1998 98 03492    10/09
                                               force
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          US Patent              in                FR 98       16/03/1999 09/ 270     14/12
                                               force             03492                  006
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          AT European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          BE European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CH European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CY European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          DE European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          DK European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          EP European patent     Validated         FR 98       17/03/1999 99942587.9 16/02
                            -----------------                    03492
                            (Euro/PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          ES European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FI European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FR European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          GB European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          GR European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          IE European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          IT  European patent    in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          LU European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          MC European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          NL European patent     in                FR 98       17/03/1999 99942587.9 16/02
                            (Validation)       force             03492
                            (PCT)
---------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 1 D

                                       26
                                            PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                Titre abrege cephalotaxanes

---------------------------------------------------------------------------------------------------------
Short title         Country Protected as       Status   Your    Based on    Filing     Filing      Date o
                                                        ref                 date       number      grant
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          PT European patent     in               FR 98       17/03/1999 99942587.9 16/02/
                            (Validation)       force            03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          SE European patent     in               FR 98       17/03/1999 99942587.9 16/02/
                            (Validation)       force            03492
                            (PCT)
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          JP Patent              in               FR 98       17/03/1999 2000-537877
                            application (PCT) force             03492
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CN Patent              in               FR 98       17/03/1999 99806044.5
                            application (PCT) force             03492
---------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          US Application for     in               FR 98       25/06/2004 10/877 067
                            continuation in    force            03492
                            part
---------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 2 D

                                       27
                                            PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                 Titre abrege           HOMOHARRINGTONINE COMBINATION%

---------------------------------------------------------------------------------------------------------
Short title                 Country Protected as       Status Your      Based on     Filing     Filing
                                                               ref                   date       number
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               EP European patent     in               US 60/316    05/09/2002 02772653.
COMBINATION THERAPY FOR             application        force            967
CML                                 (Euro/PCT)
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               HK Patent              in               US 60/316    05/09/2002 05101068
COMBINATION THERAPY FOR             application by     force            967
CML                                 registration
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               US Application for     in               US 60/316    05/09/2002 10/397,26
COMBINATION THERAPY FOR             continuation in    force            967
CML                                 part (PCT)
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               CA Patent              in               US 60/316    05/09/2002 2,459,822
COMBINATION THERAPY FOR             application (PCT) force             967
CML
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               JP Patent              in               US 60/316    05/09/2002 2003-5245
COMBINATION THERAPY FOR             application (PCT) force             967
CML
---------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 1 D

                                       28
                       PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                 Titre abrege              HOMOHARRINGTONINE COMBINATION%

---------------------------------------------------------------------------------------------------------
Short title                  Country Protected as         Status Your      Based on      Filing     Filin
                                                                  ref                    date       numbe

---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 EP European patent      in               US 60/316     05/09/2002 02772
COMBINATION THERAPY FOR CML           application         force            967
                                      (Euro/PCT)
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 HK Patent               in               US 60/316     05/09/2002 05101
COMBINATION THERAPY FOR CML           application by      force            967
                                      registration
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 US Application for      in               US 60/316     05/09/2002 10/39
COMBINATION THERAPY FOR CML           continuation in     force            967
                                      part (PCT)
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 CA Patent               in               US 60/316     05/09/2002 2,459
COMBINATION THERAPY FOR CML           application (PCT)   force            967
---------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 JP Patent               in               US 60/316     05/09/2002 2003-
COMBINATION THERAPY FOR CML           application (PCT)   force            967
---------------------------------------------------------------------------------------------------------




06 JUIN 2005 PAGE 1 DE 1

                                               29
ANNEXURE B
Licensed Product specifications

----------------------------------------------------------------------------------------------------




HOMOHARRINGTONINE FOR INJECTION, 5MG VIAL

DRUG PRODUCT SPECIFICATIONS




-----------------------------------------------------------------------------------------------------

TESTS                                     SPECIFICATIONS
-----------------------------------------------------------------------------------------------------

Appearance                                White to off-white lyophilized powder
-----------------------------------------------------------------------------------------------------
Identification
                                          o        Retention time matches the reference standard.
o        HPLC
-----------------------------------------------------------------------------------------------------

Constituted solution (2,5ml NaC1 0,9%)
-        Appearance                       -        Complete dissolution,
                                          -        Colorless and clear, free from foreign particles
-----------------------------------------------------------------------------------------------------
-        Particulate matter (USP(788))
-        > 10im
         -
-        > 25 im                          -        not more than 6000
         -                                -        not more than 600
-----------------------------------------------------------------------------------------------------

pH (2,5ml NaC1 0,9%)                       5,5 - 7,0
-----------------------------------------------------------------------------------------------------

Water content (USP (921))                  > 5.0% (to be confirmed)
                                           -
-----------------------------------------------------------------------------------------------------

Related substances (HPLC)                       At release                  At shelf-life
-        Single (largest)
-        Total                             > 0,15%                                            > 0,5%
                                           -                                                  -
                                           > 0,3%                           To be determined > 1,0%
                                           -                                                  -
-----------------------------------------------------------------------------------------------------

Assay (HPLC)                               95,0% - 105,0%
-----------------------------------------------------------------------------------------------------

Uniformity of content (USP (905))          Complies Eur.Ph. and USP requirements
------------------------------------------------------------------------------------------------------

Sterility (USP (717))                      Sterile
-----------------------------------------------------------------------------------------------------

Bacterial endotoxins (USP (85))            Not more than 38,8 EU/mg
------------------------------------------------------------------------------------------------------


                                         30
ANNEXURE C
Specifications for bulk HHT

---------------------------------------------------------------------------------------------------




HOMOHARRINGTONINE

DRUG SUBSTANCE SPECIFICATIONS


----------------------------------------------------------------------------------------------------

TESTS                                      SPECIFICATIONS
----------------------------------------------------------------------------------------------------

Appearance                                 White to off-white powder
----------------------------------------------------------------------------------------------------

Identification
                                           o        Spectrum similar to the reference spectrum
o        IR spectrum                       o        Retention time matches the reference standard
o        HPLC
----------------------------------------------------------------------------------------------------
                                           -        not more than 3.0%
Water content (USP <921>)
----------------------------------------------------------------------------------------------------

Related substances (HPLC)
-        4 DMHHT                          -        not   more   than   0,15%
-        HHT (+,+)                        -        not   more   than   0,15%
-        Other single impurity            -        not   more   than   0,10%
-        Total impurities                 -        not   more   than   0,30%

----------------------------------------------------------------------------------------------------

Assay (HPLC)                                97.0% - 102.0% (anhydrous substance)
----------------------------------------------------------------------------------------------------

Residual solvents (GC)
-        Dichloromethane                  -        not more than 600ppm
-        Methanol                         -        not more than 3000ppm

----------------------------------------------------------------------------------------------------
                                           -        not more than 0,2%
Sulphated ash
----------------------------------------------------------------------------------------------------

Heavy metals (USP (231))                    < 20 ppm
                                            -
----------------------------------------------------------------------------------------------------




                                              31
ANNEXURE D
Inveresk Invoice



                                        [GRAPHIC OMITTED]

Stragen Pharma S.A
3 rue Hugo-de-Senger
PO Box 017
CH-1211 Geneva 4
Switzerland

ATTN: DR ANTOINE TETARD
MEDICAL DIRECTOR

                                        VAT NO GB 735349127
                                             INVOICE

                                                                              8925

             18-Feb-05                          Ref: AO2362/05/01/SK


                        SERVICES FOR THE CLINICAL CONDUCT OF A STUDIES IN PATIENTS WITH
                               ACCELERATED PHASE CHRONIC MYELOID LEUKAEMIA (CML)




    AND PATIENTS WITH ACCELERATED PHASE ACUTE MYELOID LEUKAEMIA (AML)

         DIRECT COSTS                                                                 EUR


         Signature of LOI                                                             ***


         TOTAL AMOUNT DUE                                                             ***


         Please arrange a transfer in the sum of                                      (EURO)***
         to the following account:

         The Royal Bank of Scotlalnd Plc
         St Andrews Square Office
         Edinburgh Scotland
         EH2 2AD

         Sort Code                    83-06-08
         Account No                   837070 10020103
         Account Name                 Inveresk Research Ltd
         IBAN                         G850 RBOS 8375 7010 0261 03
         BIC                          RBOS GB 2L




PAYMENT DUE WITHIN 30 DAYS
Send Cheques Remittance Advice For The Attention of Tracey Kirkpatrick, Inveresk Research Limited,
Tranent, EH33 2NE, Scotland

Tranent, Edinburgh EH33 2NE, UK Tel: + 44 (0) 1875 614545 Fax + 44 (0) 1875 614555 Email:
info@inveresk.com www.inveresk.com

                                                   32
TABLE OF CONTENTS

---------------------------------------------------------------------------------------------------------




1.       DEFINITIONS.....................................................................................

2.       SCOPE OF LICENCE................................................................................

3.       ROYALTIES.......................................................................................

4.       DEVELOPMENT EXCLUSIVITY.........................................................................

5.       CONDITION PRECEDENT.............................................................................

6.       EUROPEAN JOINT VENTURE..........................................................................

7.       JOINT STEERING COMMITTEE........................................................................

8.       CONTACT OFFICERS................................................................................

9.       CLINICAL DEVELOPMENT AND DILIGENCE OBLIGATIONS..................................................

10.      REPRESENTATIONS AND WARRANTIES..................................................................

11.      INTELLECTUAL PROPERTY...........................................................................

12.      INDEMNIFICATION.................................................................................

13.      LIMITATION ON LIABILITY.........................................................................

14.      TERM AND TERMINATION............................................................................

15.      ADVERTISING AND PUBLICITY.......................................................................

16.      OPTION..........................................................................................

17.      CONFIDENTIALITY.................................................................................

18.      LICENSE OF INTELLECTUAL PROPERTY RIGHTS FROM STRAGEN PHARMA TO STRAGEN..........................

19.      MISCELLANEOUS...................................................................................

20.      DISPUTES........................................................................................

21.      INTERPRETATION..................................................................................

ANNEXURE A...............................................................................................

         Stragen Patents.................................................................................

ANNEXURE B...............................................................................................

         Licensed Product specifications.................................................................

ANNEXURE C...............................................................................................
         Specifications for bulk HHT.....................................................................

ANNEXURE D...............................................................................................

         Inveresk Invoice................................................................................




                                               ii
Exhibit 3.2(z)

"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."

HHT SUPPLY AND DISTRIBUTION AGREEMENT

          Made on    June 27, 2005

          --------------------------------------------------------------------------------


          BETWEEN            CHEMGENEX PHARMACEUTICALS LIMITED ACN 000 248 304

                                                                                           (`CHEMGENEX')

          AND                STRAGEN INVESTMENT B.V. , ZEEMANSTRAT 13, 3016CN ROOTERDAM.

                                                                                              (`STRAGEN')




BACKGROUND

A. Stragen has an expertise in the manufacture and supply of semi-synthetic homoharringtonine (HHT)
pharmaceutical products, product registration and distribution in Europe, and holds patents and intellectual
property licences for the method of manufacture of semi-synthetic HHT and for HHT analogs.

B. ChemGenex desires to obtain the exclusive right to distribute HHT products manufactured by Stragen
throughout the world with the exception of Europe.

C. Stragen is prepared to manufacture HHT products for ChemGenex on an exclusive basis.

D. Stragen and ChemGenex agree to the terms of supply and distribution as contained in this Agreement.

E. ChemGenex and Stragen agree to form a joint venture in Europe which will be the sole owner of market
authorization and sole distributor of HHT in Europe.

OPERATIVE PROVISIONS

1. DEFINITIONS

In this Agreement, except to the extent the context otherwise requires:

`AFFILIATE' means, with respect to any Person, any other Person which, directly or indirectly, owns or
controls, or is owned or controlled by, or is under common control with, the specified Person. A corporation or
other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly
controls 50% (fifty percent) or more of the voting stock or other ownership interest of the other corporation or
entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and
policies of the corporation or other entity;

                     `AGREEMENT' means this Supply and Distribution Agreement;
`APPROVAL' means approval of a Licensed Product by the FDA for sale by ChemGenex or its Affiliates or
Subdistributors for any specific indication in the Field to independent third parties in the United States of
America;

`BULK HHT' means bulk formulation HHT conforming to the specifications in Annexure B.

`CHEMGENEX' means ChemGenex Pharmaceuticals Limited and includes any of its Affiliates;

`CONFIDENTIAL INFORMATION' means information relating to the business, products or services of a
party to this Agreement which is either non-public, confidential or proprietary in nature and includes the
information the subject of the mutual non-disclosure agreement dated March 22, 2005 and signed between
ChemGenex Pharmaceutical, Inc and Stragen Pharma SA; provided, however, that Confidential Information shall
not include:

(a) information which has come within the public domain through no fault or action of the other party;

(b) information that was known to the other party on prior to its disclosure hereunder; or

(c) information which becomes rightfully available to the other party on a non-confidential basis from any third
party, the disclosure of which to such other party does not violate any contractual or legal obligation the third
party has to the first party with respect to such Confidential Information;

`DEVELOPMENT AND COMMERCIALISATION AGREEMENT' means the agreement for the
development and commercialisation of Products made between the parties on the same date as this Agreement;

`EFFECTIVE DATE' means the date of this Agreement;

`EUROPE' means all of the member states comprising the European Union as at the date of this Agreement and
Norway, Switzerland, Romania, Bulgaria, Croatia, Serbia, Russia and Turkey;

`EUROPEAN JOINT VENTURE' means the joint venture for Europe referred to in the Development and
Commercialisation Agreement;

`FDA' means the United States Food and Drug Administration or any successor entity;

`FIELD' means the treatment of cancer in humans;

`HHT' means homoharringtonine and derivatives, analogs and homologs thereof;

`HHT PRODUCTS' means any pharmaceutical product containing HHT as a therapeutically active ingredient,
including, without limitation, finished and packaged dosage units of products, oral and patch dosage forms of
products and formulated HHT Products in bulk;

`JOINT VENTURE AGREEMENT' means the joint venture agreement referred to in clause 7.1;

`JOINT VENTURE ENTITY' means the European Joint Venture entity referred to in the Development and
Commercialisation Agreement;

                                      `JV TERRITORY' means Europe;

`LICENSED PRODUCT' means intravenous and subcutaneous dosage formulations of semi-synthetic HHT,
being the compound having the chemical name CEPHALOTAXINE, 4'METHYL (2'R)-HYDROXYL-2'-(4"-
HYDROXYL-4"-METHYLPENTYL) BUTANEDIOATE (ESTER),
[3R] and the empirical formula C29-H39-N-09 homoharringtonine, current specifications for which are attached
as Annexure A, and such additional HHT Products as may be agreed by the parties in writing from time to time;

`MANUFACTURING COST' means the cost for raw materials, filling, primary packaging and labelling fixed at
*** per vial of 5 mg;
`NET SALES' means ChemGenex's and its Affiliates' gross sales prices of Licensed Product billed to unaffiliated
customers in the future (if any) less:

(a) to the extent such amounts are included in the invoiced sales prices, credits for spoiled, damaged, returned,
rejected or out-dated product or billing errors;

(b) quantity and other trade discounts and early settlement discounts actually allowed or paid;

                                                         2
(c) reasonable commissions paid to third party distributors, brokers or agents other than sales personnel and
sales representatives employed by ChemGenex;

(d) transportation, insurance and handling expenses to the extent chargeable to such sales;

(e) sales, value-added and other direct taxes incurred with respect to the sales;

(f) customs duties and surcharges and other governmental charges incurred in connection with the exportation or
importation of the Licensed Product; and

(g) legally mandated rebates, if any;

Sales between or among ChemGenex and its Affiliates will be excluded from the computation of Net Sales, but
the subsequent and final sales to third parties by such Affiliates will be included within Net Sales.

Any part of Net Sales received by ChemGenex or an Affiliate of ChemGenex that is computed in a currency
other than US Dollars will be translated into US Dollars as follows: the exchange rate will be the average of:

(h) the rate applicable on the last business day of the month prior to the month of sale; and

(i) the rate applicable on the last business day of the month in which the sale was made (each published in the
New York edition of the Wall Street Journal); provided that if between the date such sales were made and the
date the royalty with respect to such sales is payable pursuant to clause 5.4 the exchange rates change to such a
degree so as to result in significant economic detriment to one of the parties, the parties will mutually agree on an
exchange rate to apply to such Net Sales that allocates such detriment equally to both parties;

`OFF-LABEL STUDIES' means pilot or marketing directed studies (including current and planned Phase 2
studies in CML, MDS and AML) not related to medical agencies requests or to registration or confirmation
studies;

`PERSON' means any individual, corporation, partnership, limited liability company, business trust, business
association, governmental entity, governmental authority or other legal entity;

`PRODUCTS' means any pharmaceutical product containing HHT as a therapeutically active ingredient, including
without limitation, finished and packaged dosage units of the Products and formulated Products in bulk;

`SPECIFICATIONS' means the specifications contained in Annexures A and B of this Agreement;

`STRAGEN' means Stragen Investments B.V. and includes any of its Affiliates;

`STRAGEN KNOW-HOW' means proprietary techniques and data within the Field, including inventions,
practices, methods, knowledge, know-how, assays, compositions of matter, test data (including pharmacological,
toxicological and clinical test data), analytical and quality control data, manufacturing data and descriptions,
which:

(j) Stragen discloses to ChemGenex under this Agreement; and

(k) is within the control of Stragen;

`STRAGEN PATENT RIGHTS' has the meaning given to that term in the Development and Commercialisation
Agreement;

`SUBDISTRIBUTORS' shall mean such subdistributors or clinical trial services agents as ChemGenex may
appoint in accordance with clause 3;

`TECHNOLOGY' means data, manufacturing know-how, regulatory submissions and other intellectual property
that is either in the possession of Stragen as of the date hereof or developed by Stragen during the term of this
Agreement in relation to the Licensed Products or in connection with any additional regulatory approvals to
market Products (including without limitation any clinical data from pivotal studies relating to the Licensed
Products as well as additional clinical studies relating to the Licensed Products conducted from time to time by

                                                        3
Stragen or any of its Affiliates in either case, owned, controlled by, or licensed (with the right of sub-licence to
Stragen) and that is necessary or useful to register, manufacture, distribute, market or sell Licensed Products in
the Territory;

`TERRITORY' means all of the world except for the JV Territory; and

`VALID CLAIM' has the meaning given to that term in the Development and Commercialisation Agreement.

2. APPOINTMENT AND LICENCE GRANTS

2.1 APPOINTMENT

(a) Subject to sub-clause 2.1(c) and clause 2.1(d) of the Development and Commercialisation Agreement, and in
consideration for the covenants provided by ChemGenex under this Agreement and the Development and
Commercialisation Agreement, Stragen licenses ChemGenex and the Joint Venture Entity as its exclusive
distributors to promote, advertise, distribute and sell the Licensed Product in every country in the Territory and
JV Territory, respectively, during the term of this Agreement.

(b) Subject to sub-clause 2.1(c), during the term of this Agreement Stragen will not manufacture (or cause to be
manufactured) any HHT Products for distribution or sale by any Person other than ChemGenex or its
Subdistributors or sublicensees within the Territory, or the Joint Venture Entity within the JV Territory.

(c) Until the Joint Venture Entity is established, Stragen will be entitled to sell HHT Products in the JV Territory
for compassionate use. The right given under this sub-clause will terminate upon the establishment of the Joint
Venture Entity.

2.2 CONDITION PRECEDENT

The execution of the Development and Commercialisation Agreement by both parties is a condition precedent to
this Agreement.

3. SUBDISTRIBUTORS

ChemGenex may appoint one or more of its Affiliates or one or more other Persons to act as a subdistributor or
clinical trial services agent for the Licensed Product in the Territory, provided that:

(a) no such appointment will reduce the liability of ChemGenex under this Agreement; and

(b) ChemGenex shall be liable for the actions and omissions of any Subdistributor as if the action or omission
were ChemGenex's own.

4. SUPPLY

4.1 EXCLUSIVE SUPPLY REQUIREMENTS

(a) Stragen will sell to ChemGenex or its Subdistributors or sublicensees all of their HHT requirements for:

(i) the Licensed Products for sale in the Field by ChemGenex or its Subdistributors or sublicensees;

(ii) conducting clinical trials of HHT Products in the Field anywhere in the world; and

(iii) Bulk HHT for use outside of the Field or for the manufacture of HHT Products other than Licensed Products
for sale within the Field, anywhere in the world,

at the prices set out in clause 5.

                                                          4
(b) Subject to subclauses (c) and (d) below, Stragen will not, and must ensure that its subcontractors do not, sell
HHT Products to any Person other than ChemGenex or ChemGenex's Subdistributors or sublicensees.

(c) Stragen will supply to the Joint Venture Entity all of its requirements for Licensed Products for sale in the Field
in the JV Territory at the following price:

(i) *** per vial of 5mg of the Licensed Products (CIP - Incoterms 2000).

(d) ChemGenex will purchase from Stragen all of its HHT requirements for:

(i) the sale of the Licensed Products in the Field within the Territory by ChemGenex or a ChemGenex
Subdistributor;

(ii) conducting clinical trials of Licensed Products in the Field anywhere in the world; and

(iii) Bulk HHT required for the manufacture for sale by ChemGenex or ChemGenex's Subdistributors of:

(A) HHT Products (including for the avoidance of doubt Licensed Products) outside of the Field; or

(B) HHT Products other than Licensed Products in the Field.

4.2 STRAGEN'S SUPPLY RESPONSIBILITIES

(a) Stragen shall use all commercially reasonable endeavours to manufacture or otherwise supply sufficient
quantities of the HHT Products to ChemGenex to satisfy ChemGenex's purchase requirements as notified in
accordance with clause 5.3, or as notified by the joint steering committee pursuant to the Development and
Commercialisation Agreement.

(b) Stragen will be solely responsible for all regulatory compliance required with respect to the manufacture,
testing and supply of HHT Products.

(c) Stragen will at its own cost be responsible for primary labelling and packaging of all HHT Products supplied
under this Agreement in accordance with all regulatory requirements for commercial supply.

4.3 PURCHASE REQUIREMENTS

ChemGenex and the Joint Venture Entity (when established) shall during the term of this Agreement provide
regular *** monthly rolling forecasts in writing of its requirements for HHT Products for the period of ***
months ahead and any revisions to those estimates, promptly after they are made and for order purposes, no later
than *** days before the beginning of each *** monthly period. Any orders for HHT Products shall be delivered
by ChemGenex and the Joint Venture Entity to Stragen at least *** days before the required date for delivery of
such Products. Orders can not be less than ***% or more than ***% of the amount indicated in the previous
*** monthly rolling forecast unless previously agreed with Stragen.

4.4 ORDERS

ChemGenex and the Joint Venture Entity must submit to Stragen a firm purchase order using the standard form of
purchase order attached as Annexure C. Any purchase orders for HHT Product submitted by ChemGenex or
the Joint Venture Entity must reference this Agreement and will be governed exclusively by the terms contained
herein. Any term or condition in any purchase order, confirmation, or other document furnished by ChemGenex,
the Joint Venture Entity or Stragen that is in any way inconsistent with the terms and conditions of this Agreement
is hereby expressly rejected.

4.5 SHIPPING TERMS

(a) Each shipment of Licensed Products and Bulk HHT shall be delivered to ChemGenex or its Subdistributor or
sublicensee or the Joint Venture Entity CIP (Incoterms 2000) to the
5
destination specified by ChemGenex or the Joint Venture Entity in their purchase order form.

(b) For clinical studies Licensed Products will be delivered CIP (Incoterms 2000) to the subcontractor of
ChemGenex and ChemGenex will be responsible for the preparation of clinical kits and dispatching to
investigating sites.

4.6 TESTING OF HHT PRODUCTS

Stragen must test or cause to be tested, all HHT Products in accordance with the Specifications before delivery.
Stragen will at its own expense provide ChemGenex or the Joint Venture Entity with all necessary manufacturing
test data required by either and ChemGenex and the Joint Venture Entity will be responsible for releasing each lot
of HHT Products for either clinical or commercial use. Each test conducted by Stragen must set forth the items
tested, specifications and test results in a certificate of analysis, which shall accompany each lot delivered.
ChemGenex and the Joint Venture Entity shall be entitled to rely on such certificate for all purposes of this
Agreement.

4.7 ACCEPTANCE

(a) ChemGenex and the Joint Venture Entity shall, within 30 days of receipt of each shipment of HHT Products,
notify Stragen in writing of any defect by reason of which ChemGenex or the Joint Venture Entity alleges that the
HHT Products delivered fails to meet the specifications warranted by Stragen as provided in clause 8.1 and
which should be apparent on reasonable inspection. If ChemGenex or the Joint Venture Entity notifies Stragen of
any defect in a shipment of HHT Products, Stragen shall have the right, but not the obligation, to send one or
more quality control representatives to retest such Products in co-operation with quality control representatives of
ChemGenex or the Joint Venture Entity. ChemGenex and the Joint Venture Entity shall store all shipments of the
Products in accordance with storage specifications established by Stragen. In the event of a disagreement
between ChemGenex or the Joint Venture Entity and Stragen regarding the quality of one or more shipments of
HHT Products, the parties shall submit samples of the shipment in question to an independent testing laboratory
(selected by mutual agreement of ChemGenex and Stragen) to make a determination, which shall be binding upon
the parties, as to the compliance or lack of compliance of such shipment with the specifications warranted by
Stragen.

(b) Neither ChemGenex nor the Joint Venture Entity will be obliged to accept any defective shipments, nor the
cost of carriage or insurance of defective shipments, and may at ChemGenex's or the Joint Venture Entity's
election return the defective shipment to Stragen at Stragen's cost. Stragen shall promptly credit ChemGenex or
the Joint Venture Entity for all reasonable costs incurred by ChemGenex or the Joint Venture Entity in respect of
any defective shipments. Title and risk in any defective shipments notified to Stragen in accordance with this
clause will be with Stragen. ChemGenex and the Joint Venture Entity will be entitled to offset any payments
required to be made by them to Stragen under this Agreement, or under the Development and Commercialisation
Agreement, with any amounts payable by Stragen to them pursuant to this clause.

(c) If ChemGenex or the Joint Venture Entity fail to give such a notice under this clause then, except in respect of
any defect which is not apparent on reasonable inspection, the HHT Products shall be presumed to meet the
specifications warranted by Stragen as provided in clause 8.1, and accordingly ChemGenex or the Joint Venture
Entity shall be deemed to have accepted the delivery of the HHT Products in question.

4.8 CHEMGENEX ACCESS TO PREMISES

Stragen will provide or use its best endeavours to procure for ChemGenex the right to access any facilities used
for manufacturing or packaging HHT Products on 3 months notice and during normal business hours.

                                                         6
4.9 INTERRUPTION OF SUPPLY

Stragen agrees to keep a minimal stock equivalent to *** months of HHT

                     Products beyond already accepted firm orders. In case of any
                     interruption of supply by Stragen, whether as a result of force majeure
                     events or failure of Stragen for any reason to meet ChemGenex's or the
                     Joint Venture Entity's supply requirements, the parties will cooperate
                     to seek to provide ChemGenex or the Joint Venture Entity with an
                     alternate source of supply (including seeking to validate an
                     alternative manufacturing source) for the period in which (or for the
                     amount of Products that) Stragen is unable to supply ChemGenex or the
                     Joint Venture Entity.

          4.10       CONFLICTING TERMS

                     Subject to the Development and Commercialisation Agreement, this
                     Agreement sets forth the entire understanding between the parties
                     relating to the subject matter hereof and shall govern all transactions
                     between the parties contemplated hereby. Except for terms relating only
                     to: quantities, ship dates, packaging instructions and delivery
                     destinations, none of the terms and conditions contained on any
                     purchase order, invoice or similar document shall have any effect upon
                     or change the provisions of this Agreement unless signed by both
                     parties and clearly indicating that the parties intend to vary the
                     terms hereof.

          4.11       THIRD PARTY MANUFACTURE AND SUPPLY

                     ChemGenex acknowledges that Stragen has appointed or may appoint a
                     third party agent or sub-contractor as shall be reasonably acceptable
                     to ChemGenex to manufacture Products on Stragen's behalf. Stragen shall
                     be liable to ChemGenex and the Joint Venture Entity for all the actions
                     and omissions of the agent or sub-contractor as if the action or
                     omission were Stragen's own.




5. PRODUCT PRICING; PAYMENT

5.1 PURCHASE PRICE

ChemGenex (or the Joint Venture Entity, where applicable) shall purchase the HHT Products from Stragen at the
following prices:

(a) For HHT Product intended for use in registration directed clinical trials, including but not limited to CML
tyrosine kinase inhibitors failure study and CML 315 mutation study:

(i) *** per 5 milligram vial PROVIDED THAT ChemGenex will within 45 days after receipt of the relevant
Approval, pay Stragen a further *** for each 5 milligram vial purchased from Stragen for use in the registration
directed trials prior to the Approval.

(b) For Licensed Products intended for re-sale by ChemGenex or a ChemGenex Subdistributor to unaffiliated
third parties in the Field in the Territory, or where ChemGenex enters into co-promotion agreement with another
company for the commercialisation of Licensed Products in the Field and in the Territory:

(i) ***% of Net Sales.

(c) For Licensed Products purchased by a sublicensee of ChemGenex's rights under the Development and
Commercialisation Agreement in the Field, ChemGenex must pay Stragen's Manufacturing Cost and ChemGenex
must pay the royalty payable to Stragen under clause 3.1(b) or clause 3.1(c) of the Development and
Commercialisation Agreement (if any).

(d) For Licensed Products intended for re-sale by the Joint Venture Entity in the Field in the JV Territory:
(i) Stragen's Manufacturing Cost.

(e) For HHT Product intended for use in Phase 4 confirmation studies required by regulatory agencies as a
condition to accelerated approval based on Phase 2 studies:

                                                       7
(i) Stragen's Manufacturing Cost.

(f) For HHT Product intended for use in Off-Label Studies, including current and future Phase 2 studies in CML,
AML and MDS, and for pre-clinical and toxicology studies:

(i) No charge.

(g) For Bulk HHT intended for use outside of the Field or for the manufacture of HHT Products other than
Licensed Products in the Field:

(i) *** per milligram for development quantities and *** per milligram for commercial quantities.

5.2 WITHHOLDING TAX

Any tax which ChemGenex is required to pay or withhold from payments to be made to Stragen under this
Agreement will be deducted from the amount otherwise due, provided that, in regard to any such deduction,
ChemGenex must give Stragen such assistance as may be reasonably necessary to enable or assist Stragen to
claim an exemption or a reduction and will provide Stragen with an official tax certificate as soon as possible.

5.3 INVOICES FOR PAYMENTS

                     (a)       Stragen shall submit a written invoice addressed to ChemGenex
                               or the Joint Venture Entity for each shipment to be made to
                               ChemGenex or its sublicensees or to the Joint Venture Entity
                               under clauses 5.1(a), 5.1(d), 5.1(e), 5.1(f) or 5.1(g) of this
                               Agreement. For Licensed Products to which clause 5.1(b)
                               applies, Stragen will submit an invoice based on an estimated
                               Net Sales price per vial (as agreed to by ChemGenex from time
                               to time, acting reasonably). The estimated Net Sales price
                               will be adjusted quarterly to reflect actual Net Sales. If
                               there is a difference:

                               (i)        in favour of ChemGenex, ChemGenex will be paid by
                                          Stragen in free Products, or

                               (ii)       in favour of Stragen, Stragen will issue a
                                          supplementary invoice.

                               Stragen shall submit these written invoices within a
                               reasonable period following request from ChemGenex or the
                               Joint Venture Entity.

          (b)                  For Licensed Products to which clause 5.1(c) applies, Stragen
                               will submit an invoice to ChemGenex after each shipment made
                               to the sublicensee's specified destination. For the avoidance
                               of doubt, the parties agree that the cost per vial will be
                               billed at Stragen's Manufacturing Cost which is defined as ***
                               per 5 milligram vial.

          5.4       PAYMENT

                    TIMING

                     (a)       Payments required to be made by ChemGenex under this Agreement
                               must be paid to Stragen within 45 days after receipt of the
                               Products.




                                         CURRENCY OF PAYMENT

(b) All payments by ChemGenex or the Joint Venture Entity to Stragen under this Agreement must be made in
US Dollars.

5.5 REPORTING
After the first Approval and for the remainder of the term of this Agreement, ChemGenex must submit quarterly
sales reports to Stragen within 30 days following the end of each calendar quarter. Such reports must include:

(a) an accounting of Net Sales within the Field and the Territory during such quarter on a country by country
basis;

                                                        8
(b) an accounting of the sale price of the units of Licensed Products sold in the Field and in the Territory during
such quarter; and

(c) the calculation of the amounts owing to Stragen pursuant to this Agreement, including, if applicable, the
exchange rates used in determining the amount of US Dollars.

5.6 NO OTHER ROYALTIES

The payments set out in this clause and clause 5.4 are the only amounts payable by ChemGenex to Stragen in
connection with the exclusive distributor and purchase arrangements and licences for HHT Products granted
herein.

6. COMPLAINTS/RECALLS

6.1 COMPLAINTS

To the extent that it has knowledge thereof, Stragen must promptly notify ChemGenex in writing of:

(a) any defect in, or condition of, the HHT Products which may cause the HHT Products to violate the applicable
laws and regulations of any country in the Territory; and

(b) all data on complaints respecting HHT Products.

6.2 RECALL

(a) In the event that either party has reason to believe that one or more lots of HHT Products should be recalled
or withdrawn from distribution, that party must immediately notify the other party in writing.

(b) Unless otherwise required by the relevant health regulatory authorities, Stragen must be notified before
ChemGenex initiates any recall, but the decision as to whether or not to initiate a recall of HHT Products in any
country in the Territory will be for ChemGenex alone. ChemGenex must maintain adequate sales and service
records to enable it to carry out any HHT Product recall and to conduct such recall. If the recall is required
because of a failure of the HHT Products to conform to the Specifications or its specifications as provided to the
health authorities in any specific country in connection with the registration of the HHT Products, Stragen shall
reimburse ChemGenex for the costs and expenses of such recall, and Stragen shall promptly elect to either
replace recalled HHT Products or credit or refund the purchase price of recalled HHT Products. If the recall is
required because of a negligent act or omission of ChemGenex in handling, storage or distribution of the HHT
Products, then such recall shall be conducted by ChemGenex, with the cooperation of Stragen, at ChemGenex's
sole cost and expense and ChemGenex shall not be entitled to any such credits, replacements or refunds from
Stragen. If such recall is required because of a joint act or omission, ChemGenex, with the cooperation of
Stragen, shall conduct the recall and the parties shall negotiate in good faith an appropriate allocation of the costs
and expense of such recall.

6.3 REGULATORY RECORDS; ADVERSE REACTIONS

Each party shall be responsible for maintaining such records and making such reports as may be required in
connection with any regulatory approval held by the party. Each party shall promptly inform the other of all
adverse drug experience reports and other information relating to the safety or effectiveness of the HHT Products
which come to its attention, in a form and within time periods necessary to permit compliance with the law and
regulations of each of the countries within the Territory.

                                                          9
7. EUROPEAN JOINT VENTURE

7.1 ESTABLISHMENT OF JOINT VENTURE

(a) The Development and Commercialisation Agreement provides that the parties have agreed to create a
European Joint Venture for the promotion, advertisement, , distribution and sale of Licensed Products in the JV
Territory.

(b) Stragen agrees that upon the establishment of the Joint Venture Entity the covenants it has given in favour of
the Joint Venture Entity under this Agreement will be enforceable by the Joint Venture Entity upon the Joint
Venture Entity giving notice of acceptance to Stragen, and that Stragen has received valuable consideration for
those covenants. If requested by the Joint Venture Entity, Stragen will sign a deed pursuant to which it agreed to
be bound by the covenants given in favour of the Joint Venture Entity under this Agreement, subject to the Joint
Venture Entity agreeing to observe the obligations purporting to bind the Joint Venture Entity under this
Agreement.

8. WARRANTIES AND INDEMNIFICATION

8.1 MANUFACTURING WARRANTY

Stragen warrants that:

(a) the HHT Products will be produced in accordance with the Specifications and current good manufacturing
practices of each country within the Territory in which the HHT Products are then being marketed or sold;

(b) when shipped the HHT Products will not be adulterated or misbranded; and

(c) the HHT Products will be otherwise manufactured in accordance with written manufacturing procedures and
finished product specifications (including packaging specifications) which will meet the requirements set forth in
the governmental approvals of the health regulatory authorities in the Territory.

8.2 CORPORATE AUTHORITY, ETC

Each party warrants and represents to the other:

(a) that it has the full right and authority to enter into this Agreement;

(b) that all corporate action necessary to authorise the execution and delivery of this Agreement by such party has
been duly and properly taken;

(c) that this Agreement constitutes a valid obligation of it, legally binding on it and enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganisation or similar laws from time to
time in effect affecting creditor's rights generally;

(d) that it is not under any obligation (contractual or otherwise) to any third party that conflicts with or is
inconsistent with the provisions of this Agreement or impedes its ability to carry out its obligations under this
Agreement; and

(e) that it is not aware of any other impediment that would inhibit its ability to perform its obligations under this
Agreement.

8.3 CHEMGENEX INDEMNIFICATION

With respect to HHT Products sold by ChemGenex in the Territory, ChemGenex will defend Stragen, its agents,
directors, officers and employees at its cost and expense, and will indemnify and hold harmless Stragen, its
agents, directors, officers, and employees from and against all claims, demands, costs, losses, expenses or
liabilities (collectively `Liabilities') suffered or
10
incurred by Stragen directly arising from or in relation to a breach by ChemGenex of its obligations under this
Agreement.

8.4 STRAGEN INDEMNIFICATION

Stragen will defend ChemGenex, its agents, directors, officers and employees at its cost and expense, and will
indemnify and hold harmless ChemGenex, its agents, directors, officers and employees, from and against any and
all Liabilities arising out of a breach by Stragen of the warranty set forth in clause 8.1 above, including, but not
limited to, any actual or alleged injury, damage, death or other consequence occurring to any person as a result,
directly or indirectly, of the possession, use or consumption of any HHT Products, whether claimed by reason of
negligence, product defect or otherwise, and regardless of the form in which any such claim is made.

8.5 INDEMNIFICATION PROCEDURES

(a) Promptly after the receipt by any party hereto of notice under clause 8.3 or clause 8.4 of:

(i) any claim; or

(ii) the commencement of any action or proceeding,

such party (the `AGGRIEVED PARTY') will, if a claim with respect thereto is to be made against any party
obligated to provide indemnification (the `INDEMNIFYING PARTY') pursuant to such sections, give such
Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall
permit the Indemnifying Party to assume the defence of any such claim or any litigation resulting from such claim,
and, upon such assumption, shall cooperate fully with the Indemnifying Party in the conduct of such defence.
Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a
reasonable time, but in no event more than 15 days after notice thereof shall have been given to the Indemnifying
Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying
Party assumes the defence of any such claim or litigation resulting therefrom, the obligations of the Indemnifying
Party as to such claim shall be limited to taking all steps necessary in the defence or settlement of such claim or
litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any and all losses,
damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any
judgment in connection with such claim or litigation resulting therefrom. The Aggrieved Party may participate, at
its expense, in the defence of such claim or litigation provided that the Indemnifying Party shall direct and control
the defence of such claim or litigation. The Indemnifying Party shall not, in the defence of such claim or any
litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved
Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not
include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a
release from all liability in respect of such claim or litigation.

(b) If the Indemnifying Party shall not assume the defence of any such claim or litigation resulting therefrom within
a period of 15 days from the date of issue of the claim, the Aggrieved Party may defend against such claim or
litigation in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the
Aggrieved Party a sum equivalent to the total amount demanded in such claim or litigation within a period of 15
days from the date of issue of the claim, or shall deliver to the Aggrieved Party a surety bond in form and
substance reasonably satisfactory to the Aggrieved Party, the Aggrieved Party may settle such claim or litigation
on such terms as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Aggrieved
Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Aggrieved Party in
connection with the defence against or settlement of such claims or litigation. If no settlement of such claim or
litigation is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any
judgment rendered with respect to

                                                         11
such claim or in such litigation and of all reasonable expenses, legal or otherwise, incurred by the Aggrieved Party
in the defence against such claim or litigation.

8.6 INSURANCE COVERAGE

(a) As soon as is reasonably practicable after the signing of this Agreement, each party shall purchase and
maintain from insurance carriers reasonably acceptable to the other insurance at its own expense to cover
liabilities that it may incur in the testing, manufacture, distribution, sale or use of the HHT Products. Each party
agrees to obtain, at minimum unless otherwise agreed between the parties, Commercial General Liability
Insurance and Product Liability/Clinical Studies Liability, covering not less than $1,000,000 per occurrence.

(b) In the event that any such policies are on a claims made basis, coverage shall be maintained for a period of at
least 7 years after the termination of this Agreement. Each party shall furnish to the other certificates of insurance,
evidencing such insurance and naming the other party as an additional insured.

9. TERM AND TERMINATION

9.1 TERM

This Agreement shall commence on the Effective Date and, with respect to each country, will continue until the
later of:

(a) the tenth (10th) anniversary of the first Approval; and

(b) the last to expire Valid Claim of the Stragen Patent Rights covering Licensed Product in that country (the
`Initial Term').

The term will then be extended for additional successive 2 year periods, unless either party notifies the other
party, in writing, of its intention to cancel any such extension as at the end of the then current term. Any non-
extension notice must be given not less than 180 days prior to the end of the then current term. (The Initial Term
and all successive periods, if any, will collectively be known as the `term of this Agreement').

9.2 TERMINATION RIGHTS

Either party shall have the right to terminate this Agreement:

(a) upon 30 days prior notice to the other in the event that the other commits any material breach of its obligations
under this Agreement and (where the breach is capable of remedy) fails to remedy the same within a reasonable
time after being called upon in writing to do so; or

(b) to the extent permitted by law, upon notice to the other in the event the other party:

(i) becomes insolvent;

(ii) fails generally to pay its debts as they fall due;

(iii) files a voluntary petition or any answer admitting the material allegations of, or consents to, an involuntary
petition pursuant to or purporting to be pursuant to any reorganization or insolvency law of any jurisdiction;

(iv) makes an assignment for the benefit of creditors; or

(v) applies for or consents to the appointment of a receiver or trustee of a substantial party of its property;

(c) upon notice to the other party in the event that the Development and Commercialisation Agreement expires or
is terminated.

                                                            12
9.3 RIGHTS AND OBLIGATIONS UPON TERMINATION

(a) Termination of this Agreement in whole or in part shall not relieve the parties of any amounts owing between
them, nor shall it relieve the parties of their obligations with respect to the HHT Products distributed hereunder,
or with respect to limiting disclosure and use of Confidential Information.

(b) Upon termination of this Agreement:

(i) as a result of Stragen's breach, ChemGenex shall have the right either to sell its then inventory of the Licensed
Products for a period of 12 months following termination, or to return such inventory to Stragen; and

(ii) for any reason other than Stragen's breach, at Stragen's cost, ChemGenex shall have the right to sell Licensed
Products, in the ordinary course of business, for a period of 3 months following termination or Stragen may
require ChemGenex to return such inventory to Stragen at Stragen's cost.

9.4 ADDITIONAL RIGHTS UPON TERMINATION BY CHEMGENEX

If ChemGenex terminates this Agreement on the basis of a failure by Stragen to supply HHT Products in
accordance with this Agreement including the rolling forecasts provided by ChemGenex or the joint steering
committee established under the Development and Commercialisation Agreement:

(a) ChemGenex may seek and obtain an alternative supply source for the HHT Products; and

(b) Stragen must provide and licence to ChemGenex, its Subdistributors, Affiliates or sublicensees all Technology
reasonably necessary to establish an alternative manufacturing or supply arrangement. In that event, ChemGenex
shall pay Stragen 5% of Net Sales of Licensed Products after recovering direct and indirect costs associated with
the establishment of an alternative supplier; and

(c) ChemGenex will have a continuing right to use Stragen's Confidential Information, Stragen Know-How and
the Technology in connection with the promotion, advertising, distribution and sale of HHT Products.

10. CONFIDENTIALITY

10.1 CONFIDENTIALITY

(a) For a period of ten (10) years from the Effective Date of this Agreement or five (5) years from the termination
hereof, whichever occurs later:

(i) each party shall refrain from the use of Confidential Information furnished by the other party for any purpose
inconsistent with this Agreement; and

(ii) each party shall treat Confidential Information furnished by the other party as if it were its own proprietary
information and shall not disclose it to any third party other than its Affiliates or consultants without the prior
written consent of the other party who furnished such information and subject to the same obligations of
Confidentiality as set out in this Agreement.

(b) Clause 10.1(a) above shall not apply where such Confidential Information is:

(i) disclosed to comply with the requirements of any law, governmental order (including a court order) or
regulation; or

(ii) information disclosed by Stragen for the purpose obtaining any Regulatory Approvals for HHT Products
including all material and information submitted to and/or filed with a governmental regulatory agency or any other
equivalent agency covering the HHT Products and information related to the HHT Products contained in all
documents submitted in connection with regulatory submissions throughout the world covering the HHT
Products.

                                                          13
10.2   ADVERTISING AND PUBLICITY

       Subject to clause 10.3 and except for such disclosures as are deemed
       necessary in Stragen's or ChemGenex's, as the case may be, reasonable
       judgment to comply with applicable law (such as, by way of example but
       not limitation, the securities laws of the United States), only
       ChemGenex may make any publicly disseminated oral or written disclosure
       relating or referring to, or use any advertising or publicity which
       relates or makes reference to:

       (a)     this Agreement;

       (b)      the Development and Commercialisation Agreement;

       (c)     the terms of this Agreement or the Development and
               Commercialisation Agreement;

       (d)     the supply, development or commercialisation of the HHT
               Products; or

       (e)      the publication or presentation of scientific data,

       Stragen will have the right to review public announcement relating to
       HHT Products prior to public release by ChemGenex.

10.3   DISCLOSURE REQUIRED BY LAW

       In the event that Stragen or ChemGenex is required to make disclosure
       of the other's Confidential Information as a result of the issuance of
       a court order or other government process, the party subject to such
       requirement promptly, but in not event more than 48 hours after
       learning of such court order or other government process, shall notify
       the other party and, at the other party's expense, the party subject to
       such requirements shall:

       (a)     take all reasonably necessary steps requested by the other
               party to defend against the enforcement of such court order or
               other government process; and

       (b)     permit the other party to intervene and participate with
               counsel of its choice in any proceeding relating to the
               enforcement thereof.

11.    MISCELLANEOUS

11.1   GOVERNING LAW; CHOICE OF FORUM

       The parties agree that this Agreement shall be governed by and
       construed in accordance with the laws of Switzerland, state of Geneva
       and irrevocably submit to the non-exclusive jurisdiction of the courts
       of that state.

11.2   RELATIONSHIP

       (a)     Nothing contained in this Agreement will be deemed to create
               any association, partnership, joint venture, or relationship
               of principal and agent between the parties to this Agreement
               or any of their respective Affiliates, or to provide either
               party with the right, power or authority, whether express or
               implied, to create any such duty or obligation on behalf of
               the other party.

       (b)     No employee or representative of a party will have any
               authority to bind or obligate the other party to this
               Agreement for any sum or in any manner whatsoever, or to
               create or impose any contractual or other liability on the
               other party without relevant party's authorised written
               approval.

11.3   ACCOUNTING AUDITS

       (a)     ChemGenex must maintain books of account relating to its Net
               Sales in accordance with generally accepted accounting
               principals.
(b)   Annually, within 90 days after the end of its relevant
      financial year, ChemGenex will provide, at its expense, a
      worldwide sales report detailed by countries and reconciling
      Net

                          14
                Sales, where applicable, and certified by its auditors, being
                a firm approved by SEC for public companies.

       (c)      Stragen will have the right, at its own expense, to have an
                independent certified public accountant of its own selection,
                reasonably acceptable to ChemGenex, examine at a time
                reasonably acceptable to ChemGenex, during normal business
                hours but not more than once each calendar year, the relevant
                books and records of account of ChemGenex, to determine
                whether appropriate accounting has been made.

       (d)      Stragen must ensure that the independent certified accountant
                enters into a confidentiality deed with ChemGenex which
                includes an obligation not to disclose to Stragen or its
                Affiliates any information other than that which is relevant
                to the rights of Stragen under this Agreement.

       (e)     In the event of a dispute between the independent certified
               public accountants of ChemGenex and Stragen with respect to
               any matter called for by this Agreement, the parties shall
               select a third independent public accounting firm to arbitrate
               the dispute, provided, that such firm shall have the authority
               only to select from among the positions of the original two
               firms that position which it deems most accurate. The fees of
               such third firm shall be borne by the party whose position is
               not approved of by such arbitrator.

11.4   MANUFACTURING AUDITS

       ChemGenex shall have, and Stragen must grant or procure for ChemGenex,
       the right to conduct an audit of any facility where the HHT Products
       are being manufactured at least annually or more frequently if any
       questions about the quality of the HHT Products are raised by either
       party or by a third party.

11.5   INTEREST DUE ON LATE PAYMENTS

       If any amount payable by under this Agreement by one of the parties to
       the other is not paid when due, then without limiting any other rights
       which the relevant party may have as a result of such late payment, the
       amount unpaid shall bear interest until paid at a rate per annum equal
       to the prime rate published and as changed from time to time by
       Citibank, N.A. New York, New York (as reported in The Wall Street
       Journal) plus two and one-half percent (2.5%), with such interest to be
       paid on demand together with all costs incurred by Stragen to collect
       the amounts due hereunder, including but not limited to reasonable
       attorneys fees and disbursements.

11.6   TAXES

       Each party shall bear all taxes imposed on it as a result of the
       performance by such party under this Agreement including, but not
       limited to, any sales tax, any tax on or measured by any payment
       required to be made hereunder, any registration tax, or any tax imposed
       with respect to the granting of licences or other rights hereunder. The
       parties shall cooperate fully with each other in obtaining and filing
       all requisite certificates and documents with the appropriate
       authorities and shall take such further action as may reasonably be
       necessary to avoid the deduction of any withholding or similar taxes
       from any remittance of funds by ChemGenex to Stragen hereunder.

11.7   EMPLOYEES

       Neither party shall have any responsibility for the hiring, firing or
       compensation of the other party's employees or for any employee
       benefits of the other party's employees.

11.8   ASSIGNMENT

       This Agreement shall be binding upon, and shall inure to the benefit of
       successors to a party hereto, but shall not otherwise be assignable
       without the prior written consent of both parties, except to the
       successor or assignee of all or substantially all of a party's business
       relating to the
15
        HHT Products, or to a party's Affiliate. In the event all or such part
        is assigned or transferred, each party shall notify the other prior to
        such assignment or transfer.

11.9    NOTICES

        Any notice   required or permitted to be made or given hereunder shall
        (except as   otherwise expressly provided herein) be in writing and shall
        be made or   given to the other party by personal in-hand delivery; by
        facsimile,   by airmail, postage prepaid; or by air courier to the
        mailing or   facsimile numbers set forth below:

                  CHEMGENEX PHARMACEUTICALS LIMITED
                  Pigdons Road
                  Waurn Ponds, Victoria, Australia, 3216

                  Fax +61 3 5227 1322

                  STRAGEN INVESTMENT B.V.
                  c/- Stragen Pharma S.A.
                  3, rue Hugo-de-Senger
                  P.O. Box 617
                  CH-1211 Geneva 4

                  Fax   + 41 22 809 40 99

                  or to such other address or facsimile numbers as either party
                  shall designate by notice, similarly given, to the other
                  party. Notices shall be deemed to have been sufficiently made
                  or given:

        (a)       if by personal in-hand delivery, or by facsimile with
                  confirmed transmissions, when performed;

        (b)       if mailed by air mail, 14 days after being deposited in the
                  mail, postage prepaid; or

        (c)       by air courier, 3 days after delivery to the air courier
                  company.

11.10   FORCE MAJEURE

        In the event that either party is prevented from performing or is
        unable to perform any of its obligations under this Agreement due to
        any act of God, fire, casualty, flood, war, strike, lockout, failure of
        public utilities, injunction or any act, exercise, assertion or
        requirement of governmental authority, including any governmental law,
        order regulation permanently or temporarily prohibiting or reducing the
        level of the manufacture of HHT Product, epidemic, destruction of
        production facilities, riots, insurrection, inability to procure or use
        materials, labour, equipment, transportation or energy sufficient to
        meet manufacturing needs; or any other cause beyond the reasonable
        control of the party invoking this clause 11.10 provided such party
        shall have used its best efforts to avoid such occurrence; such party
        shall give notice to the other party in writing promptly, and thereupon
        the affected party's performance shall be excused and the time for
        performance shall be extended for the period of delay or inability to
        perform due to such occurrence, PROVIDED that if the force majeure
        event prevents Stragen meeting the manufacturing needs of ChemGenex for
        Stragen Product for more than 90 days, ChemGenex may terminate this
        Agreement by giving Stragen notice in writing.

11.11   WAIVER

        The waiver by either party of a breach or a default of any provision of
        this Agreement by the other party shall not be construed as a waiver of
        any succeeding breach of the same or any other provision, nor shall and
        delay or omission on the part of either party to exercise or avail
        itself of any right, power or privilege that it has or may have
        hereunder operate as a waiver of any right, power or privilege by such
        party.

                                        16
           11.12     PARTIAL INVALIDITY

                     The parties to this Agreement desire and intend that the terms and
                     conditions of this Agreement be enforced to the fullest extent
                     permissible under the laws and public policies applied in each
                     jurisdiction where enforcement is sought. If any particular term or
                     condition of this Agreement is adjudicated , or becomes by operation of
                     law, invalid or unenforceable, this Agreement will be deemed amended to
                     delete the portion which is adjudicated, or which becomes by operation
                     of law, invalid or unenforceable, provided, however, that where
                     possible, a particular term or condition will be reduced to the extent
                     necessary to permit the remainder of the particular term or condition
                     to be enforced, the deletion or reduction to apply only with respect to
                     the operation of the term or condition and the remainder of this
                     Agreement to remain in full force and effect. A deletion or reduction
                     of any term or condition will apply only with respect to the operation
                     of that term or condition in the particular jurisdiction in which such
                     adjudication is made or becomes by operation of law, invalid or
                     unenforceable.

           11.13     COUNTERPARTS; ENGLISH LANGUAGE

                     (a)         This Agreement may be executed in any number of counterparts,
                                 each of which shall be deemed an original but all of which
                                 together shall constitute one and the same instrument.




(b) This Agreement is entered into in the English language.

(c) In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made
only to this Agreement as written in English and not to any translation hereof into any other language, and this
English language version shall be controlling for all purposes.

12. DISPUTES

12.1 ALTERNATIVE DISPUTE RESOLUTION PROCEDURE

(a) A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in
respect of a dispute arising out of this Agreement (`DISPUTE') unless it has complied with this clause.

(b) A party claiming that a Dispute has arisen must notify the other party to the Dispute, specifying the nature of
the Dispute.

(c) Within 14 days after a notice is given under clause (b), each party to the Dispute must nominate in writing a
representative authorised to settle the Dispute on its behalf.

(d) Each party must ensure that, during the 30 day period after a notice is given under clause (b) (or longer
period agreed between the parties), its representative uses his or her best endeavours, with the other
representatives and the joint steering committee established under the Development and Commercialisation
Agreement (if it is still constituted):

(i) to resolve the Dispute; or

(ii) to agree on:

(A) a process to resolve all or at least part of the Dispute without arbitration or court proceedings, (eg mediation,
conciliation, executive appraisal or independent expert determination);

(B) the selection and payment of any third party to be engaged by the parties and the involvement of any dispute
resolution organisation;

(C) any procedural rules;

(D) the timetable, including any exchange of relevant information and documents; and
(E) the place where meetings will be held.

                                             17
(e) The role of any third party is to assist in negotiating a resolution of the Dispute. A third party may not make a
decision that is binding on a party unless that party's representative has so agreed in writing.

(f) Each party:

(i) must keep confidential all information or documents disclosed by a representative under this clause; and

(ii) must not use such information or documents except to attempt to settle the Dispute.

(g) Each party must bear its own costs of resolving a Dispute under this clause and the parties must bear equally
the costs of any third party engaged.

(h) After the 30 day period referred to in clause (d) (or longer period agreed between the parties), a party that
has complied with clauses (b) to (d) may terminate the dispute resolution process by giving notice to the other
parties to the Dispute.

(i) If a party to a Dispute does not comply with any provision of clauses (a) to (d) the other parties to the Dispute
are not bound by clauses (a) to (d).

12.2 ACCRUED RIGHTS; SURVIVING OBLIGATIONS

(a) Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any
rights which shall have accrued to the benefit of either party prior to such termination, relinquishment or
expiration, including damages arising from any breach hereunder.

(b) The following clauses will survive termination or expiration of this Agreement: 6, 8, 9.4, 10, 11.5, 11.6, 12.

13. INTERPRETATION

In this Agreement, except to the extent the context otherwise requires:

(a) the singular includes the plural and vice versa and a gender includes other genders;

(b) a reference to a party is to be construed as a reference to a party to this Agreement;

(c) a reference to a party to this Agreement or any other document or agreement includes its successors and
permitted assigns;

(d) a reference to an item in the Background, clause, schedule, annexure or appendix is a reference to an item in
the Background, clause of or schedule, annexure or appendix to this Agreement and references to this Agreement
include its schedules and any annexures;

(e) where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that
word or phrase have corresponding meanings;

(f) a reference to a document or agreement including this Agreement includes a reference to that document or
agreement as amended, novated, supplemented, varied or replaced from time to time;

(g) in the interpretation of this Agreement, headings are to be disregarded;

(h) references to `***' or dollars are to *** unless otherwise indicated.

                                                         18
EXECUTED as an agreement.

EXECUTED for and on behalf of                    )
CHEMGENEX PHARMACEUTICALS LIMITED                )
by authority of the directors in the presence of:)

         ---------------------------------------------------        ----------------------------------
/~       Director                                              /~   Director/Secretary


         Greg Collier                                               James Campbell   Authorised signat
         ---------------------------------------------------        ----------------------------------
/~       Full name of director                                 /~   Full name of director/secretary




EXECUTED for and on behalf of           )
STRAGEN INVESTMENT B.V. by authority of )
the directors in the presence of:       )

         ---------------------------------------------------        ----------------------------------
/~       Director                                              /~   Director/Secretary


         Jan Versteeg                                               Johan Versluis
         ---------------------------------------------------        ----------------------------------
/~       Full name of director                                 /~   Full name of director/secretary


                                       19
ANNEXURE A

Licensed Product Specifications

---------------------------------------------------------------------------------------------------------

HOMOHARRINGTONINE FOR INJECTION, 5MG VIAL

DRUG PRODUCT SPECIFICATIONS




------------------------------------------------------------ --------------------------------------------
TESTS                                                        SPECIFICATIONS
------------------------------------------------------------ --------------------------------------------

Appearance                                                   White to off-white lyophilized powder
------------------------------------------------------------ --------------------------------------------

Identification
---------------------------------------------------------------------------------------------------------
                                                             o        Retention time matches the referenc
o        HPLC

---------------------------------------------------------------------------------------------------------

Constituted solution (2,5ml NaC1 0,9%)

-        Appearance                                          -             Complete dissolution,

                                                             -        Colorless and clear, free from fore
                                                                  particles
---------------------------------------------------------------------------------------------------------
-        Particulate matter (USP(788))

-        > 10im
         -                                                   -        not more than 6000
-        > 25 im
         -                                                   -        not more than 600
---------------------------------------------------------------------------------------------------------

pH (2,5ml NaC1 0,9%)                                          5,5 - 7,0
---------------------------------------------------------------------------------------------------------

Water content (USP (921))                                     > 5.0% (to be confirmed)
---------------------------------------------------------------------------------------------------------

Related substances (HPLC)                                                 At release                At shelf-l

-        Single (largest)
                                                                 > 0,15%
-        Total                                                   -                         > 0,5%
                                                                                           -
                                                                 > 0,3%
                                                                                       To be determined
---------------------------------------------------------------------------------------------------------

Assay (HPLC)                                                  95,0% - 105,0%
---------------------------------------------------------------------------------------------------------

Uniformity of content (USP (905))                             Complies Eur.Ph. and USP requirements
---------------------------------------------------------------------------------------------------------

Sterility (USP (717))                                         Sterile
---------------------------------------------------------------------------------------------------------

Bacterial endotoxins (USP (85))                               Not more than 38,8 EU/mg
---------------------------------------------------------------------------------------------------------

                                         20
ANNEXURE B

Specifications for Bulk HHT


---------------------------------------------------------------------------------------------------------

HOMOHARRINGTONINE

DRUG SUBSTANCE SPECIFICATIONS




---------------------------------------------------------------------------------------------------------
TESTS                                                        SPECIFICATIONS
---------------------------------------------------------------------------------------------------------

Appearance                                                   White to off-white powder
---------------------------------------------------------------------------------------------------------

Identification
---------------------------------------------------------------------------------------------------------
                                                             o        Spectrum similar to the reference s
o        IR spectrum
                                                             o        Retention time matches the referenc
o        HPLC

---------------------------------------------------------------------------------------------------------
                                                             -        not more than 3.0%
Water content (USP (921))
---------------------------------------------------------------------------------------------------------

Related substances (HPLC)

-            4 DMHHT                                         -        not more than 0,15%

-        HHT (+,+)                                           -        not more than 0,15%

-        Other single impurity                               -        not more than 0,10%

-        Total impurities                                    -        not more than 0,30%


---------------------------------------------------------------------------------------------------------

Assay (HPLC)                                                  97.0% - 102.0% (anhydrous substance)
---------------------------------------------------------------------------------------------------------

Residual solvents (GC)

-        Dichloromethane                                     -        not more than 600ppm

-        Methanol                                            -        not more than 3000ppm


---------------------------------------------------------------------------------------------------------
                                                             -        not more than 0,2%
Sulphated ash

---------------------------------------------------------------------------------------------------------

Heavy metals (USP (231))                                      < 20 ppm
---------------------------------------------------------------------------------------------------------

                                       21
ANNEXURE C

Purchase Order Form


---------------------------------------------------------------------------------------------------------

   CHEMGENEX PHARMACEUTICALS, LTD.
   3475 Edison Way, Suite M
   Menlo Park, CA 94025                                                                            [GRAPH
   650-474-9800    Fax 650-474-9808

THE FOLLOWING NUMBER MUST APPEAR ON ALL RELATED CORRESPONDENCE, SHIPPING PAPERS,
AND INVOICES:

P.O. NUMBER:
VENDOR NAME/ID:




BILL TO:                                                          SHIP TO:
           ChemGenex Pharmaceuticals, Ltd.
           3475 Edison Way Suite M
           Menlo Park, CA 94025




---------------------------------------------------------------------------------------------------------
       P.O. DATE REQUISITIONER SHIP VIA F.O.B. POINT TERMS
---------------------------------------------------------------------------------------------------------
                                                                                                   See be
---------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------
      QTY           UNIT                             DESCRIPTION                         UNIT PRICE
---------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------
                                                                                           SUBTOTAL
                                    SALES TAX
                             SHIPPING & HANDLING N/C
                                                                                              OTHER
                                                                                                    -----
                                                                                              TOTAL
                                                                                                    -----




1. Please send one copy of your invoice.

2. Enter this order in accordance with the prices, terms, delivery method, and
specifications listed above.

3. Please notify Mike Li immediately if you are unable to perform the service as
specified.

4. Send invoice to:

    Tina Herbert
    ChemGenex Pharmaceuticals, Ltd.
    3475 Edison Way, Suite M Menlo Park, CA 94025
    650-474-9800,; Fax 650-474-9808
                                                                 ----------------------------------------
                                                                 Authorized by




                                               22
TABLE OF CONTENTS



1. DEFINITIONS....................................................1

2. APPOINTMENT AND LICENCE GRANTS.................................4

3. SUBDISTRIBUTORS................................................4

4. SUPPLY.........................................................4

5. PRODUCT PRICING; PAYMENT.......................................7

6. COMPLAINTS/RECALLS.............................................9

7. EUROPEAN JOINT VENTURE........................................10

8. WARRANTIES AND INDEMNIFICATION................................10

9. TERM AND TERMINATION..........................................12

10. CONFIDENTIALITY...............................................13

11. MISCELLANEOUS.................................................14

12. DISPUTES......................................................17

13. INTERPRETATION................................................18

                  ANNEXURE A.............................................................20


                               Licensed Product Specifications...............................20


                  ANNEXURE B.............................................................21


                               Specifications for Bulk HHT...................................21


                  ANNEXURE C.............................................................22


                               Purchase Order Form...........................................22
Exhibit 3.2(aa)

"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."

EXTENSION AGREEMENT dated July 27, 2005

BETWEEN

AUTOGEN RESEARCH PTY LIMITED(1) ABN 84 074 636 847 of Pigdons Road, Waurn Ponds Victoria
3217, Australia ("AUTOGEN RESEARCH")

AND

SOUTHWEST FOUNDATION FOR BIOMEDICAL RESEARCH of 7620 NW Loop, 410 San
Antonio,
Texas 78227-5301, USA ("SFBR")

RECITALS

A. On 31 December 2002 Autogen Research and SFBR entered into an agreement entitled Research, License
and Commercialization Agreement (the "Research Agreement") setting out the terms and conditions for the R&D
Program to be carried out with the participation of the parties.

B. In accordance with clause 20.3 of the Research Agreement the parties now agree to vary the Research
Agreement on the terms and conditions set out in this Extension Agreement.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 RESEARCH AGREEMENT DEFINITIONS

Unless defined in this Extension Agreement, words and phrases defined in the Research Agreement have the
same meaning in this Extension Agreement. Where there is any inconsistency in a definition between this
Extension Agreement and the Research Agreement, this Extension Agreement prevails.

1.2 INTERPRETATION

The provisions of clause 1.2 of the Research Agreement apply to this Extension Agreement as if set out in this
Extension Agreement in full.

2. EXTENSION AGREEMENT

2.1 EXTENSION OF TERM With effect on and from 1 July 2005 the parties agree that the term of the
Research Agreement is extended until 31 December 2005 ("EXTENDED TERM") (unless the Research
Agreement is earlier


(1) Autogen Research Pty Ltd is a wholly-owned subsidiary of ChemGenex Pharmaceuticals Limited (ABN 79
000 248 304).
terminated in accordance with its terms). During the Extended Term the terms and conditions of the Research
Agreement will continue to apply except to the extent to which they are inconsistent with anything set out in this
Agreement, in which case the provisions of this Agreement will prevail to the extent of the inconsistency.

2.2 PAYMENT AND RESEARCH PROPOSAL DURING EXTENDED TERM
During the Extended Term:

(a) the budget set out in Schedule 1 to this Extension Agreement will be substituted for any payment program
previously applying under the Research Agreement; and

(b) the research plan (including any milestones set out therein) set out in Schedule 2 to this Extension Agreement
will be substituted for any research proposal and workplans previously applying under the Research Agreement.

3. MISCELLANEOUS

3.1 CONTINUING EFFECT

Except for the variations set out in this Extension Agreement, the terms and conditions of the Research
Agreement are unaffected by this Extension Agreement and remain in full force and effect. In the event of any
inconsistency between the terms of the Research Agreement and the terms of this Extension Agreement, the
terms of this Extension Agreement will prevail to the extent of the inconsistency.
3.2 FURTHER ASSURANCES

Each party must do all things and execute all further documents necessary to give full effect to this Extension
Agreement and must refrain from doing anything that might hinder the performance of this Extension Agreement.
3.3 AMENDMENTS IN WRITING

No amendment to this Extension Agreement has any force unless it is in writing and signed by both of the parties
to this Extension Agreement.
3.4 GOVERNING LAW AND JURISDICTION

This Extension Agreement is governed by the laws of Victoria and the Commonwealth of Australia. Each party
irrevocably submits to the exclusive jurisdiction of the courts of Victoria.
3.5 COUNTERPARTS AND FACSIMILE EXECUTION

This Extension Agreement may be executed in a number of counterparts, all of which taken together will be
deemed to constitute one and the same agreement, provided that this Extension Agreement will be of no force
and effect until the counterparts are exchanged. A facsimile copy of this Extension Agreement lawfully executed
will be sufficient evidence of execution.

                                                         2
EXECUTED as an AGREEMENT

SIGNED on behalf of                       )
AUTOGEN RESEARCH PTY LIMITED              )
ABN 84 074 636 847 by GREG COLLIER in the )
presence of:                              )
                                                                      ----------------------------------
                                                                 /~   Signature of Greg Collier
                                                                      Director

           ---------------------------------------------------
      /~
           Signature of witness
           ---------------------------------------------------
      /~
           Name of witness (print)




SIGNED on behalf of                       )
SOUTHWEST FOUNDATION FOR                  )
BIOMEDICAL RESEARCH by                    )
                           in the presence)
of:                                       )
                                                                      ----------------------------------
                                                                 /~   Signature
                                                                      of
                                                                      Treasurer

           ---------------------------------------------------
      /~
           Signature of witness
           ---------------------------------------------------
      /~
           Name of witness (print)




                                                 3
SCHEDULE 1: BUDGET - SFBR

(a) Item 1: Commencement Date July 1, 2005

ITEM 2: TOTAL BUDGET FOR THE PERIOD OF JULY 1, 2005 TO DECEMBER 31, 2005 IS
US$***, PAYABLE IN QUARTERLY PAYMENTS OF US$*** (DUE JULY 14, 2005) AND US$***
(OCTOBER 14, 2005).

     PERSONNEL:
     John Blangero, Ph.D.                    PI                     ***%              $***

     Joanne Curran, Ph.D.                    Co-I                   ***%              $***

     Tom Dyer, Ph.D.              Co-I/Senior Prog.                 ***%              $***

     Eric Moses, Ph.D.            Co-I                              ***%              $***

     Tricia Curry                            Admin. Assistant       ***%              $***

     Vicki Mattern                           Sr. Res. Assoc.        ***%              $***

                                                                    TOTAL             US$***




     SUPPLIES:
     Computer supplies (cables, paper, printer supplies, miscellaneous software)      $***

     Laboratory supplies    (complete 200 46K transcriptomic expression analyses)     $***

     Communication   (phone, express mail, video conferencing)                        $***

                                                                     TOTAL            US$***




     EQUIPMENT:

     Rack of 80 processor Opteron computers (for transcriptomic analyses)    US$***


     TOTAL PERSONNEL, SUPPLIES AND EQUIPMENT:                                US$***
     INDIRECT COSTS:                                                         US$***


     GRAND TOTAL                                                             US$***




                                                    4
Schedule 2: Project

                       CHEMGENEX CENTER FOR STATISTICAL GENOMICS:

                     SOUTHWEST FOUNDATION FOR BIOMEDICAL RESEARCH

(b) Research Aims:

1. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
OBESITY/DIABETES.

In order to validate the role of ChemGenex proprietary genes in relation to their role in obesity/diabetes, we will
use transcriptional profiling to assess whether quantitative levels of these genes are correlated with both disease
risk and other known correlates of disease risk.

We will employ our novel methods of Bayesian analysis to find optimal predictors for the expression of each
gene. This aim will be performed using extant data from the San Antonio Family Heart study families that
ChemGenex/SFBR have been collaborating on for the previous two years and on additional gene expression
profiles to be performed.

                                                      TASKS:

1) To improve the power to identify gene expression-based biomarkers, we will assay transcriptional profiles on
an additional 200 Mexican Americans. This will bring the total number of profiles to a total of 1,200.

2) For each of up to 50 ChemGenex genes, we will examine whether gene expression levels represent
biomarkers for diabetes/obesity risk by:

a. Testing whether gene expression levels are different (from the population) in the first degree unaffected relatives
of individuals affected with either obesity or diabetes.

b. Testing the genetic correlation between expression levels of ChemGenex genes and disease risk or with known
quantitative biomarkers of disease risk (such as fasting glucose levels and BMI).

This aim requires massive computational analysis using our novel Bayesian statistical analytical tools developed at
SFBR which justifies the request for an additional 80 Opteron rack-mounted computer processors.

3) For each ChemGenex gene, we will conduct a genome-scan to localize additional genetic factors influencing
the quantitative gene expression.

MILESTONES: Completion of *** transcriptional profiles (by November 2005). For each gene, the completion
of tasks 2-3 will be considered a substantial milestone.

                                                          5
2. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
DEPRESSION.

In order to validate the role of ChemGenex proprietary genes in relation to their role in depression, we will use
transcriptional profiling to assess whether quantitative levels of these genes are correlated with both disease risk
and other known correlates of disease risk.

We will employ our novel methods of Bayesian analysis to find optimal predictors for the expression of each
gene. This aim will be performed using extant data from the San Antonio Family Heart study families that
ChemGenex/SFBR have been collaborating on for the previous two years and on additional gene expression
profiles to be performed.

                                                      TASKS:

1) For each of up to 10 ChemGenex genes, we will examine whether gene expression levels represent
biomarkers for depression risk by:

a. Testing whether gene expression levels are different (from the population) in the first degree unaffected relatives
of individuals affected with depression or anxiety (as assessed by the use of specific medicines for these
conditions).

b. Testing the genetic correlation between expression levels of ChemGenex genes and disease risk or with known
quantitative biomarkers of disease risk (such as BDNF plasma levels).

This aim requires massive computational analysis using our novel Bayesian statistical analytical tools developed at
SFBR.

2) For each ChemGenex gene, we will conduct a genome-scan to localize additional genetic factors influencing
the quantitative gene expression.

MILESTONES: For each gene, the completion of tasks 1-2 will be considered a substantial milestone.



3. GENETIC AND TRANSCRIPTOMIC ANALYSIS OF CHEMGENEX GENES IN RELATION TO
CANCER DRUG METABOLISM.

In order to assess the genetic basis of response to cancer drugs, we will use transcriptional profiling to assess
whether quantitative levels of drug metabolism genes (chosen as being of interest to ChemGenex) have substantial
genetic components. This aim will be performed using extant data from the Mexican American families that
ChemGenex/SFBR

                                                          6
have been collaborating on for the previous two years and on additional gene expression profiles to be
performed.

                                                      TASKS:

1) For each of up to 5 genes chosen by ChemGenex, we will examine whether gene expression levels correlates
with any other transcriptional product in the genome. This aim requires massive computational analysis using our
novel Bayesian statistical analytical tools developed at SFBR.

2) For each gene, we will conduct a genome-scan to localize additional genetic factors influencing the quantitative
gene expression.

MILESTONES: For each gene, the completion of tasks 1-2 will be considered a substantial milestone.



4. STATISTICAL GENETIC ANALYSIS OF VARIANTS WITHIN CHEMGENEX GENES.

We will continue our statistical genetic analyses of variants within positional candidate regions for diabetes/obesity
including ***, ***, and ***. We will use Bayesian quantitative trait nucleotide analysis to test whether specific
genes and gene variants are likely to be involved in the determination of quantitative phenotypes related to
diabetes/obesity risk. This aim will continued to be performed using extant data from Mexican American families,
MRCOB families, and Mauritian families than ChemGenex/SFBR have been collaborating on.

                                                      TASKS:

1) For each set of genetic marker data (for the ***, ***, or *** QTLs or any proprietary ChemGenex gene),
we will perform linkage disequilibrium analyses, marginal association analyses, and Bayesian quantitative trait
nucleotide analysis.

MILESTONES: For each gene or marker set, the completion of tasks 1 will be considered a substantial
milestone.

                                                          7
Exhibit 3.2(bb)

"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."

AGREEMENT dated September 20, 2005

BETWEEN

AUTOGEN RESEARCH PTY LIMITED(1) ABN 84 074 636 847 of Pigdons Road, Waurn Ponds Victoria
3217 ("AUTOGEN RESEARCH")

AND

INTERNATIONAL DIABETES INSTITUTE ACN 007 342 412 of 260 Kooyong Road, Caulfield, Victoria
3162 ("IDI")

RECITALS

A. On 14 January 1998 Autogen Research (then named Autogen Pty Ltd) and IDI entered into an agreement
entitled Research, Licence and Commercialisation Agreement ("RESEARCH AGREEMENT FOR HUMAN
DIABETES / OBESITY DISCOVERY") setting out the terms and conditions for research to be carried out with
the participation of the parties.

B. The parties now agree to extend the Research Agreement subject to the terms and conditions of this
Agreement.

AGREEMENT

1. EXTENSION OF TERM

With effect on and from 1 July 2005 the parties agree that the term of the Research Agreement is extended until
31 December 2005 ("EXTENDED TERM") (unless the Research Agreement is earlier terminated in accordance
with its terms). During the Extended Term the terms and conditions of the Research Agreement will continue to
apply except to the extent to which they are inconsistent with anything set out in this Agreement, in which case the
provisions of this Agreement will prevail to the extent of the inconsistency.

2. PAYMENT AND RESEARCH PROPOSAL DURING EXTENDED TERM

                                          During the Extended Term:

(a) the budget set out in Schedule 1 to this Agreement will be substituted for any payment program previously
applying under the Research Agreement; and


(1) Autogen Research Pty Ltd is a wholly-owned subsidiary of ChemGenex Pharmaceuticals Limited (ABN 79
000 248 304).
(b) the research plan (including any milestones set out therein) set out in Schedule 2 to this Agreement will be
substituted for any research proposal and workplans previously applying under the Research Agreement.

EXECUTED AS AN AGREEMENT

SIGNED FOR AND BEHALF of )
AUTOGEN RESEARCH PTY )
LIMITED ABN 84 074 636 847 )

                                                  .................................
                                                  Director

                                                  SIGNED FOR AND BEHALF of                    )
                                                  INTERNATIONAL DIABETES                      )
                                                  INSTITUTE ACN 007 342 412                   )




................................. ...................................... Secretary Director

                                                                           2
SCHEDULE 1: BUDGET - INTERNATIONAL DIABETES INSTITUTE

ITEM 1: COMMENCEMENT DATE JULY 1, 2005

ITEM 2: TOTAL BUDGET FOR THE PERIOD OF JULY 1, 2005 TO DECEMBER 31, 2005 IS
AUD$***.

Funding consists of quarterly payments of $*** plus GST. The first payment will be made by July 31 2005.
Subsequent payments will be made upon satisfactory completion of the performance reviews required under
clause 5 of the Research Agreement, those performance reviews (for the avoidance of doubt) to be completed
by the following dates -

o 31 October, 2005

IDI is required to forward the reviews to Autogen and following satisfactory performance, IDI will then invoice
Autogen for quarterly payment of research in advance.

 PERSONNEL:
 Jeremy Jowett Ph.D                          PI                                   100%                  $***
 Katherine Shields Ph.D                      Co-I                                 100%                  $***
 Kristi Gluschenko BSc Hons                  RA                                   100%                  $***
 Jianmin Wang BSc                            RA                                   100%                  $***
 Amanda Eddy BSc Hons                        RA                                   100%                  $***
 Hoki Beckham-Sionetali                      Office Manager                       60%                   $***

                                                                                  Total                 $***




 SUPPLIES:
 Equipment Maintenance Contracts (Freezers, ABI, Sqnm)                                                  $***
 Laboratory Supplies                                                                                    $***
                                                                                  Total                 $***


 EQUIPMENT:

 None Required                                                                                          $0


 TOTAL PERSONNEL, SUPPLIES AND EQUIPMENT:                                                               $***
 Indirect Costs:                                                                                        $***

 GRAND TOTAL:                                                                                           $*** AU




                                                        3
SCHEDULE 2: PROJECT

                               INTERNATIONAL DIABETES INSTITUTE

RESEARCH AIMS:

1. IDENTIFY NOVEL DIABETES & OBESITY GENES USING QTL DISSECTION.

We plan to complete if possible the dissection and identification novel druggable genes within each of three QTLs
that we have been working on over the last 3 years. To maximise commercial benefits to ChemGenex, each
QTL's snpscan shall be limited to druggable targets only, once completed, no further work will be undertaken on
a QTL.

                                                     QTLS

o ***
o ***
o ***

QTL         CURRENTLY IN PROGRESS                                 TASK                        MILESTONES
---------------------------------------------------------------------------------------------------------
***         *** druggable genes, 137/147 snps completed (St4)     Complete *** SNPs and rpts June (KS)

                                                                             Cohort typing of assoc snps September (

            *** druggable genes, complete pending *** data (St5) Select & type SNPs           December (T
---------------------------------------------------------------------------------------------------------
***         *** druggable genes (80) and cSNPs (125), 205 snps    Complete *** druggable     September (J
            total (St6)                                           SNPs
---------------------------------------------------------------------------------------------------------
***         *** druggable genes (31) and cSNPs (198), 229 snps    Complete *** druggable     August (AE)
            total (St6)                                           SNPs
---------------------------------------------------------------------------------------------------------




                                                       4
2. IDENTIFICATION OF A NOVEL DIABETES GENE FROM A SELECTED QTL

There are currently *** candidate genes that we have identified as having the potential to contribute to the 3
linkage signals under investigation. It will be of benefit for ChemGenex to pursue the identification of ONE of
these with a view to presentation of the results at International scientific conferences and publication in a high
impact journal. This would be expected to establish credibility and recognition for ChemGenex's human genomics
gene discovery program and may facilitate future investment in the program.

While it is preferable that the pursued candidate is druggable, the candidate with the strongest evidence to date is
*** (AGT505) with 4 statistically significant and independent associations with FPG on *** Therefore this
candidate will be further analysed, while all others placed on hold following completion of the initial investigation.

Designated regions most likely to be functional (exons, putative promoter, conserved flanking and intronic
segments) within AGT505 will be resequenced in 50 individuals. Novel SNPs will be genotyped in the entire
cohort (n=450) and assessed for association with FPG.

Candidate Genes

---------------------------------------------------------------------------------------------------------
GENE            QTL      FUNCTION                          IP     DATA               TASKS TO COMPLETE
---------------------------------------------------------------------------------------------------------
***             ***      put. receptor assoc protein       CXS    4 sig ind assoc    Type assoc in cohort
                                                                                     Seq gene for novel s

                                                                                     Type novel snps
---------------------------------------------------------------------------------------------------------
***             ***      ion channel                       CXS    1 sig indep assoc
---------------------------------------------------------------------------------------------------------
***             ***      ? hydrolase (goa)                 TBD    1 sig indep assoc type in cohort (1)
                                                                                     in St6
---------------------------------------------------------------------------------------------------------
***             ***      ? GTPase (goa)                    TBD    1 sig indep assoc 3 snps current (St6)
---------------------------------------------------------------------------------------------------------
***             ***      nuclear    receptor  coactivator TBD     1 sig indep assoc type assoc in cohort
                         (NOR1)
---------------------------------------------------------------------------------------------------------
***             ***      protease                          TBD    1 sig indep assoc type assoc in cohort
---------------------------------------------------------------------------------------------------------
***             ***      S/T kinase                        TBD    1 sig indep assoc type assoc in cohort
--------------- -------- --------------------------------- ------ ------------------ --------------------




TBD - To be determined

                                                          5
Exhibit 3.2(cc)

                               CLINICAL MASTER SERVICE AGREEMENT

This Agreement is made this 28th day of September, 2005 by and between ChemGenex Pharmaceuticals
Limited with business offices located at 3475 Edison Way, Suite M, Menlo Park, CA 94025 (hereinafter
referred to as "Sponsor") and Inveresk Research Limited, with business offices located at Beechwood (Suite 2),
Grove Park, White Waltham, Maidenhead, Berkshire, SL6 3LW and its affiliates (hereinafter referred to as
"Inveresk").

WHEREAS, Sponsor is engaged in research and development of pharmaceutical products; and,

WHEREAS, Inveresk is engaged in the business of clinical trials management, database management and
statistical analysis of clinical research and product development for pharmaceutical and diagnostic products; and,

WHEREAS, both Sponsor and Inveresk desire to enter into a Clinical Master Service Agreement for the
purpose of delineating in advance the terms and conditions which will regulate the relationship between the parties
and define the conditions under which Sponsor would award to Inveresk, and Inveresk would accept from and
perform for Sponsor certain services.

Now, therefore, in consideration of the mutual covenants of the parties hereinafter contained and for good and
valuable consideration, the parties hereto agree as follows:

                                                  I. DEFINITIONS

1.1: AFFILIATE: shall mean any corporation or non-corporate business entity (e.g. division, subsidiary, etc.)
that, directly or indirectly, through one or more intermediates, directly or indirectly controls, is controlled by, or is
under common control with the party to this Agreement.

1.2: CLINICAL MASTER SERVICE AGREEMENT (or "Agreement"): shall refer to the terms and conditions
contained in this document as agreed by the parties hereto.

1.3: PROTOCOL: shall refer to the particular protocol prepared for the Study and under which the services
described in the Task Order ("Attachment A: Protocol") are to be performed.

1.4: SERVICES (or "SCOPE OF WORK"): shall refer to the particular tasks to be performed by Inveresk as
set out in the Task Order (by "Attachment B: Scope of Work" affixed to the Task Order) and any documents
attached thereto.

1.5: STUDY: shall refer to the clinical trial of the pharmaceutical identified in the Task Order (by study drug name
or protocol number).

1.6: TASK ORDER: shall refer to the written agreement between Sponsor and Inveresk which sets out with
specificity the Services to be performed in connection with a particular Study or program, including the time line
for the performance of the Services, the costs associated with the Services, the schedule of payments for the
performance of the Services and specifically incorporates by reference the terms and conditions of this Clinical
Master Service Agreement.


[_____] Confidential Draft Master Service Agreement 12/09/05
II. GENERAL TERMS

2.1: From time to time, Inveresk may provide Sponsor certain clinical research services pursuant to the terms of
this Agreement. Prior to the commencement of such services, Inveresk and Sponsor shall enter into a Task Order
describing either the specific obligations transferred by Sponsor to Inveresk or other work undertaken by
Inveresk for or on behalf of Sponsor in the performance of a particular trial or study sponsored or conducted by
Sponsor. Each Task Order shall constitute a separate agreement, provided the terms of this Agreement shall be
incorporated by reference into each Task Order. No Task Order shall be effective until it is accepted in writing
by both Sponsor and Inveresk. The agreed upon form for Task Orders is attached hereto as Exhibit A.

2.2: The existence of this Agreement shall not preclude or limit the ability of the parties to enter into independent
contracts outside of this Agreement when the nature of the work and particular program requirements make the
entry into independent and freestanding contract both necessary and reasonable. The existence of any contractual
relationship outside of this Agreement shall have no effect on the validity of this Agreement or any Task Order
entered in accordance with its terms.

2.3: There shall be no limit to the number of Task Orders that may be entered into and regulated by the terms and
conditions of this Agreement. Each Task Order shall constitute a unique agreement and shall stand alone with
respect to any other Task Order entered under this Agreement. The performance of obligations under any one
Task Order shall not affect, and shall at all times be unrelated to, the performance of any other Task Order
entered under this Agreement.

III. SCOPE OF WORK

3.1: Inveresk will perform the specific tasks reflected in each individual Task Order in accordance with the terms
and conditions contained herein, as set out in each Task Order and in accordance with all applicable laws and
Food and Drug Administration ("FDA") laws and regulations.

3.2: Changes in the Scope of Work or assumptions delineated in a particular Task Order will be negotiated in
good faith and approved in writing in advance by both parties in the form of an executed Change in Scope
("CIS") or by written authorization from the Sponsor to proceed with such additional work prior to final
agreement and execution of a CIS. Changes that may result in a CIS include, but are not limited to, a change in
the contracted assumptions, responsibilities or timeline. Each CIS will act as a modification to the respective Task
Order and clearly define the revised Scope of Work and the resulting budgetary effect on that Task Order.
Modifications to specific Task Orders shall not affect this Agreement or prior, current or future Task Orders
unless it is the express written intent of the parties that the modifications do so.

3.3: In the event of a conflict between the terms of this Agreement, or the Task Orders, the terms of the individual
Task Order shall govern first followed by this Agreement.


ChemGenex/Inveresk Page 2 "Confidential" Clinical Master Service Agreement 28th September 2005
3.4: If services are extended past the timeline established in a Task Order, items that are quoted in unit costs may
be revisited later and possibly repriced by Inveresk to match then current market rates.

IV. PERIOD OF THE AGREEMENT

4.1: This Clinical Master Service Agreement shall take effect on the day of signing of this Agreement and shall
remain in effect until the 31st day of May 2008 unless earlier terminated by the parties. Notwithstanding the
expiration of this Agreement, the terms and conditions of this Agreement and each applicable Task Order shall
continue to apply and the parties shall continue to perform with respect to each Study in which the parties have
executed a Task Order prior to the expiration of this Agreement. Nothing herein shall be construed to prohibit the
parties from entering into a new Clinical Master Service Agreement upon the completion of this Agreement.

4.2: Certain provisions of this Agreement may survive its termination but only as necessary to allow completion of
any particular Task Order and for the limited purpose of regulating the obligations and duties of the parties with
respect to particular Task Order obligations that extend beyond contract termination.

                                        V. PAYMENT AND BUDGET

5.1: Each Task Order shall contain an Estimated Budget for the performance of the Task Order as well as
additional terms and conditions relating to the Estimated Budget, all of which shall be attached to the Task Order
as Attachment "C" and entitled "Estimated Budget-Terms."

5.2: Sponsor shall make payment to Inveresk in accordance with the "Schedule of Payments-Terms" attached to
the Task Order and labeled Attachment "D."

5.3: Inveresk shall provide to Sponsor a separate invoice for each Task Order active at that time, which
summarizes the services performed during the invoice period. Sponsor shall pay each invoice within thirty (30)
days of the date of the invoice. In the event a dispute arises between the parties regarding any portion of any
invoice, Sponsor shall pay all undisputed portions of the invoice(s) while withholding payment of the disputed
portions pending good faith resolution by the parties.

5.4: The parties agree that, because each Task Order shall constitute a unique agreement, payments due under
other Task Orders shall not be set off or applied to sums due as a result of the performance of other Task Orders
without the prior written consent of the other party.

5.5: Sponsor will reimburse Inveresk on a pass through basis for all reasonable travel and other reasonable out-
of-pocket expenses actually incurred by Inveresk in connection with the performance of Task Order Services
including, but not limited to, printing, shipping and copying costs unless Inveresk expressly agrees in advance to
waive such reimbursement. Sponsor will reimburse Inveresk for all such expenses within thirty (30) days of
invoice date by remittance to Sponsor of monthly itemized statements covering such expenses.


ChemGenex/Inveresk Page 3 "Confidential" Clinical Master Service Agreement 28th September 2005
5.6: Sponsor shall be responsible for the financial funding of all services related to any Task Order. The parties
will work in good faith to negotiate a payment schedule for each Task Order that shall keep Inveresk in a cash
neutral position at all times during the execution of the Services.

5.7: If Inveresk is responsible for administering investigator payments, Sponsor shall be responsible for the cost
of the actual per patient fees to investigators and other such fees that may be approved in writing by Sponsor.
Such sums shall be paid to investigators by Inveresk making use of funds provided by Sponsor in advance for
that purpose. Inveresk shall have no liability for any failure to make payments if required funding is not provided
by the Sponsor. Each Clinical Trial Agreement with investigators shall contain a statement to that effect. Inveresk
shall have no duty to pursue the collection of fees paid to investigators in accordance with Clinical Trial
Agreements in the event the investigator fails to earn such fees.

5.8: Sponsor and Inveresk agree that neither Sponsor nor Inveresk should receive a benefit or a detriment from
differences arising form variations between foreign currency exchange rates for the currencies used for this
project ("Original Rates") and those existing at the dates of the actual invoices, as published in the Wall Street
Journal. If such a difference is larger than +/- 5% ("Difference"), Sponsor and Inveresk have the right to request a
re-evaluation of the future billing rates based on the work performed by Inveresk after such a difference is
observed.

5.9: Any Task Order under this Agreement may be subject to an inflationary adjustment review every twelve (12)
months. Any inflationary adjustment will be negotiated on an annual basis and in good faith between the parties.

5.10: In the case of late payment by Sponsor, interest may be charged at the rate of five (5% ) percent over the
European interbank rate, calculated on a daily basis on balances outstanding. See Section 5.3 for the terms of
delinquent payments. All invoices paid within 30 days from date of receipt of invoice are not considered
delinquent and will not be subject to any interest charges.

5.11: Where applicable, if there are amounts payable by Sponsor to Inveresk under this Agreement that create
Value Added Tax, the amount of such tax shall also be paid by Sponsor to Inveresk on receipt of the relevant
invoice.

VI. CONFIDENTIALITY

6.1: During the effective term of this Agreement the parties may exchange confidential or proprietary information.
In each case the party disclosing the confidential information will be the Disclosing Party ("Disclosing Party") and
the recipient of the information will be the Recipient ("Recipient"). The Study protocol, case report forms, clinical
data, inventions, products, product development plans, standard operating procedures, costs, profits, markets,
sales, services, investigator lists, key personnel, pricing policies, billing rates, operational methods, trade secrets,
know-how, scientific and technical processes, other business affairs and methods, plans for future developments,
and other information not readily available to the public relating to the Disclosing Party or to any aspect of the
Disclosing Party's or any affiliate of the Disclosing Party's business (collectively, the "Confidential Information")
shall be treated as confidential information.


ChemGenex/Inveresk Page 4 "Confidential" Clinical Master Service Agreement 28th September 2005
6.2: Recipient agrees to maintain such Confidential Information in confidence and shall not use or disclose such
Confidential Information except in connection with the performance of its obligations in connection with the
applicable Study. Recipient shall obtain written agreements with all of its employees and contractors to maintain
the confidentiality of such Confidential Information as provided herein. Upon the written request of the Disclosing
Party, Recipient agrees, at the option of the Disclosing Party, to (i) return, at the Disclosing Party's expense, or
(ii) destroy all tangible or electronic forms of the Confidential Information; provided, however, that the Recipient
may retain a single copy of the Confidential Information and related materials in its archives for the purpose of
ensuring its compliance with this Agreement, an applicable Task Order, laws, or governmental regulations.
Recipient agrees to provide a written certification of destruction upon the written request of the Disclosing Party.

6.3: For purposes of this Agreement, Confidential Information shall not include:

(a) information which was known to Recipient prior to disclosure by Disclosing Party as shown by written
evidence;

(b) information which is or becomes public through no improper act of Recipient;

(c) information required to be disclosed in any legal, administrative or governmental proceeding, or by court
order, law or applicable regulation;

(d) information which becomes available to Recipient from a source other than Disclosing Party as shown by
written evidence; or

(e) information which was developed by or for Recipient independent of the disclosure of Confidential
Information by Disclosing Party as shown by written evidence.

6.4: The obligations of the Recipient with respect to Confidential Information shall survive for a period of five (5)
years from the expiration of this Agreement or the completion of the applicable Task Order, unless otherwise
specified in an applicable Task Order or other writing signed by both of the parties.

6.5: Recipient hereby acknowledges that Disclosing Party may be irreparably damaged if its Confidential
Information were disclosed to, or utilized on behalf of, others in competition in any respect with Disclosing Party,
which damage may not be adequately compensated for by money damages. In the event of a breach or
threatened breach by Recipient of the provisions hereof, Recipient agrees that Disclosing Party may seek an
injunction restraining Recipient from such breach. Nothing herein contained will be construed as prohibiting
Disclosing Party from pursuing any other remedies available at law or in equity for any breach or threatened
breach of this Agreement or any applicable Task Order.

VII. TERMINATION

7.1: This Agreement or any Task Order may be terminated by Sponsor at any time with or without cause by
giving Inveresk at least thirty (30) days prior written notice. As soon as practicable after Inveresk's receipt of
such notice, there will be no further acquisition, screening or entry of patients into the project or Study affected by
such termination. Termination of any


ChemGenex/Inveresk Page 5 "Confidential" Clinical Master Service Agreement 28th September 2005
one Task Order shall have no impact on the duties and obligations required under other Task Orders.

Notwithstanding the foregoing, any applicable Task Order may be terminated immediately by written notice from
Sponsor, in the following circumstances:

(a) Authorization and approval to perform a Study in the United States is withdrawn by the FDA;
(b) Human or toxicological test results, in the reasonable determination of Sponsor, support immediate
termination of the Study; or,
(c) The emergence of adverse events with a compound administered in a Study of such magnitude or significance
that, in the reasonable determination of Sponsor, supports immediate termination of the Study.

Both Inveresk and Sponsor recognize that early termination of any Task Order requires both discussion and
coordination between the parties to ensure patient safety, continuity of treatment (if appropriate) and compliance
with all applicable regulations.

7.2: During the thirty (30) day period between the notice of termination and the effective date of such termination,
Inveresk shall use all reasonable efforts to wind-down the affected Task Order as soon thereafter as practicable,
as permitted under third party contracts, and applicable law and regulation, in order to reduce or eliminate further
costs, and to cancel, if permitted under the terms of applicable agreements, any third party obligations. Subject to
satisfaction of Sponsor's obligations hereunder, Inveresk shall transfer to Sponsor all Study data and reports
related to the Study prepared, but not yet submitted to Sponsor; provided, however, Inveresk may retain an
archival copy of all materials provided to Sponsor or developed or used in connection with the Study.

7.3: Within ninety (90) days after the completion of wind-down of the affected Task Order (which wind-down
includes receipt by Sponsor of any case reports, statistical analyses, functional database and other deliverables
prepared by Inveresk pursuant to Task Order, if any, prior to the date of termination), Inveresk shall provide
Sponsor with a written itemized statement of all work performed by it in connection with the terminated Task
Order. Such written itemized statement shall include only those Services listed in the Task Order which have been
completed and shall be prepared in accordance with the budgets attached to such Task Order.

7.4: This Agreement and/or any Task Order may be terminated by Inveresk upon the material default in
performance by Sponsor or material breach of this Agreement, provided that Sponsor shall be given thirty (30)
days prior written notice of default and the opportunity to cure the default during such period. Material default
shall arise upon the failure of Sponsor to make any payment when due or upon any action by Sponsor or any
failure of Sponsor to act that either impedes Inveresk from reasonably performing its obligations under any Task
Order or that serves to defeat the purpose of this Agreement or any Task Order entered hereunder.

7.5: In the event of termination of any Task Order under either of the above conditions, Sponsor shall pay to
Inveresk all costs incurred or accrued by Inveresk at the time of termination, costs incurred during the winding
down of the Task Order Services and the portion of the fee earned but remaining unpaid at the time of
termination.


ChemGenex/Inveresk Page 6 "Confidential" Clinical Master Service Agreement 28th September 2005
7.6: This Agreement and Task Orders may be immediately terminated by either party if the other party becomes
insolvent, is dissolved or liquidated, makes a general assignment for the benefit of its creditors, or files or has filed
against it, a petition in bankruptcy or has a receiver appointed for a substantial part of its assets.

7.7: Sponsor expressly retains the right to instruct Inveresk to terminate a Study at any investigator site with
which Inveresk has a contract pursuant to a Task Order provided, however, that in no event shall Inveresk be
responsible for any delay resulting from any such termination. In the event such termination results in an increase
or decrease in the effort required by Inveresk, the amount to be paid by Sponsor to Inveresk under the
applicable Task Order shall be adjusted accordingly.

7.8: In the event of early termination of this Agreement under any of the above conditions, other than default by
Inveresk, Sponsor shall pay Inveresk the:

a) Costs incurred and accrued, costs incurred during the winding down of the Task Order Services and the
portion of the fee earned but remaining unpaid at the time of termination in accordance with the budget and
schedule set forth in the Task Order based on the amount of services provided by Inveresk through the effective
date of termination. These costs shall be agreed in good faith between the parties;
b) Subject to 7.9 below, If the amount paid by Sponsor to Inveresk in connection with the Task Order exceeds
such earned amount detailed above, then Inveresk shall promptly refund the unearned excess to Sponsor. And if
the amount already paid by Sponsor to Inveresk in connection with the Task Order is less than such earned
amount detailed above, then Sponsor shall promptly pay the total earned amount due Inveresk.
c) Any refund or payment under this Section 7 shall be made within thirty
(30) days after Sponsor's receipt of Inveresk's itemized statement

7.9: In the event of early termination of this Agreement or any Task Orders under any of the above conditions,
other than default by Inveresk, Inveresk shall be entitled to a termination fee. This fee is separate from the
payments attributed to other termination sections and covers the consequences of such termination on Inveresk's
operational and administrative costs. The aforementioned termination fee shall be negotiated in good faith
between the parties on a case-by-case basis upon notification of early termination in writing.

VIII. ASSIGNMENT

8.1: This Agreement may not be assigned by either party, except to an Affiliate, without the prior written consent
of the other which shall not be unreasonably withheld.

IX. INDEMNIFICATION & LIABILITY LIMITATIONS

9.1: Sponsor agrees to defend, indemnify, and hold harmless Inveresk and its Affiliates, employees, officers,
directors, from and against any and all losses, costs, damages and expenses, (including without limitation legal
fees and expenses) incurred in connection with any claims, proceedings or investigations arising out of or in
connection with a Study or the performance by Inveresk pursuant to this Agreement or any Task Order
(including, but not


ChemGenex/Inveresk Page 7 "Confidential" Clinical Master Service Agreement 28th September 2005
limited to, clinical trials of study drug and the handling and reporting of data resulting from such clinical trials)
provided, however, that:

(a) Inveresk has reasonably adhered to and complied with the obligations delineated in the specific Task Order
from which the claim arose, material laws and regulations, and all reasonable directions and recommendations
furnished in writing by Sponsor regarding the Services delineated in the Task Order from which the claim arose;
and,

(b) Sponsor is promptly notified of any such claim, proceeding or investigation; and,

(c) Inveresk cooperates in the handling and defense of any such claim.

9.2: Sponsor at its own expense shall carry out the sole management and defense of such claims or suits, and will
provide attorneys of its sole choosing to defend against any such claim, proceeding or investigation. Sponsor
agrees that no settlement agreement shall serve to establish fault or liability on the part of Inveresk.

9.3: Sponsor shall not be obligated with respect to any loss, damage, cost and expense relating to any claim,
proceeding or investigation to the extent that such claim, proceeding or investigation is based on the negligence or
willful malfeasance of Inveresk or its employees, directors and Affiliates.

9.4: Inveresk agrees to indemnify, defend, and hold harmless Sponsor against and in respect of any and all losses,
costs, expenses, liabilities and damage, including without limitation, interest, penalties and reasonable attorney's
fees resulting from Inveresk's negligent performance of the obligations required herein.

9.5: Inveresk agrees to secure and maintain insurance of general liability with coverage as it deems appropriate
with respect to the Services to be provided in accordance with any Task Order entered hereunder. Inveresk shall
provide a certificate of insurance upon Sponsor's written request.

9.6: Sponsor shall secure and maintain, in full force and effect throughout the performance of each Study and for
five (5) years thereafter, insurance coverage for clinical trials, product liability, or similar coverage in amounts in
accordance with generally accepted standards for sponsors in connection with the administration of investigational
compounds or clinical trials. Sponsor shall provide a certificate of insurance upon Inveresk's written request.

9.7: The indemnification obligations set forth in this section 9 are personal to each individual Task Order and
therefore separate and distinct with respect to every other individual Task Order. Disputes with regard to
indemnification obligations with respect to one individual Task Order shall have no effect or impact on the
indemnification obligations owing under any other independent Task Order.

9.8: Inveresk's maximum liability for all damages of any kind arising out of services performed under any Task
Order shall not exceed the contract value of the particular Task Order.

9.9: Neither party shall be liable for consequential, incidental, or exemplary damages, including loss of profits,
business or goodwill.


ChemGenex/Inveresk Page 8 "Confidential" Clinical Master Service Agreement 28th September 2005
                                               X. REGULATORY

10.1: If any governmental or regulatory authority conducts, or gives notice of its intent to conduct an inspection at
any investigational site, or takes any other regulatory action with respect to any service conducted in accordance
with a Task Order entered pursuant to this Agreement, then the party learning thereof shall promptly give the
other party notice thereof, and each party shall provide the other with any information reasonably required in
connection therewith. Inveresk shall have the right to be present at any such inspection or other regulatory action
with respect to Inveresk. Sponsor shall have primary responsibility for preparing any responses which may be
required.

10.2: The Transfer of Obligations from Sponsor to Contract Research Organization as required by 21 CFR
ss.312.52, and ICH E6, 5.2 shall be set forth in each Task Order as applicable. Sponsor shall retain those
responsibilities not specifically listed in the applicable Task Order. Except for those obligations specifically
transferred from Sponsor to Charles River by Task Order, Sponsor shall at all times be deemed to be the
"Sponsor" of each Study pursuant to the terms of the Federal Food, Drug and Cosmetic Act, as from time to
time amended.

10.3: Neither Sponsor nor Charles River shall knowingly use in any capacity in the performance of the Services
any individual, corporation, partnership or association that has been debarred under Article 306 of the Federal
Food, Drug and Cosmetic Act, 21 USC ss.335a (a) or (b). In the event that either party becomes aware of the
debarment of any individual, corporation, partnership or association providing services to Charles River which
relate to the Services provided under this Agreement, that party shall notify the other party immediately.

10.4: During the term of this Agreement, Charles River agrees to permit Sponsor or its authorized representatives
to examine, with reasonable notice to allow Charles River to ensure that personnel resources are available to
assist and escort said representatives, and at any reasonable time during Charles River's normal business hours:
(i) Charles River's facilities where the Study is being coordinated; (ii) original source documentation; (iii)
databases and software with respect to the Services; and (iv) any other essential study documents (ICH E6)
considered relevant or useful by Sponsor to confirm that the Services are being conducted in conformance with
this Agreement and all applicable laws and regulations. Sponsor shall also have the right to copy any essential
study documents referred to in this Section. Commercially reasonable costs associated with hosting and
responding to such audits shall be charged to Sponsor. Notwithstanding the existence of Sponsor's rights under
this section 10.4, Sponsor shall be under no obligation to exercise these rights.

XI. OWNERSHIP OF DATA, PATENT RIGHTS

11.1: Except as otherwise provided herein, all data, documents and information provided by Sponsor to Charles
River and the resulting data prepared by Charles River for Sponsor pursuant to its performance of Task Orders
shall be the sole and exclusive property of Sponsor.

11.2: Sponsor shall have the right to make any use of such information. All such information shall be disclosed to
Sponsor.


ChemGenex/Inveresk Page 9 "Confidential" Clinical Master Service Agreement 28th September 2005
11.3: Notwithstanding the foregoing, Charles River's data, documents, and all information of a privileged and/or
proprietary nature, Charles River developed computer software, processes, procedures and related manuals are
the sole and exclusive proprietary property of Charles River.

11.4: At the time Charles River has completed all other obligations set out herein and upon request by Sponsor,
Charles River will provide Sponsor with the analysis-ready SAS(R) data sets used to generate the trial
summaries, listings, figures and analyses. The data sets will be organized per Charles River's standard structure
unless specified otherwise in the Task Order accompanying this contract. Upon request, Inveresk will provide the
SAS(R) statistical procedure output so that Sponsor can confirm that the appropriate statistical procedures and
models have been used for the trial statistical analyses.

11.5: When Task Order specifications provide for the delivery of SAS(R) program files (which may include
compiled macros) used to generate the trial summaries, listings, figures and analyses, that executable program
code will be delivered to Sponsor under the following conditions:

(a) Receipt of written request for the SAS(R) program code from the Sponsor.

(b) Sponsor shall not hold Inveresk responsible for the performance of the SAS(R) programs if the program
code is implemented in a different computing environment or using a different version of SAS(R) from which the
programs were developed at Inveresk.

(c) Sponsor shall not modify program code in any way, except to accommodate Sponsor or designee's computer
directory structure. Any other program modifications shall release Inveresk from its technical support obligations
and void any warranty (expressed or implied) as to the performance of the program code. Any modifications to
delivered data sets will similarly void any warranty as to the performance of the program code.

(d) Sponsor recognizes that differences between Sponsor's and Inveresk's computing environment may cause
differences in format of analysis output when produced by Sponsor. Specifically, differences such as page
margins, fonts and print quality may occur.

(e) Sponsor shall delete and destroy the program code at the conclusion of its use.

(f) Sponsor shall neither copy nor duplicate the program code, nor shall Sponsor distribute the program code to
any person or entity outside of Sponsor's direct employ (e.g. not to any vendor such as a contractor or external
contract research organization).

(g) Nothing herein shall be construed as a conveyance by Inveresk to Sponsor of any right, title, or interest in the
program code.


ChemGenex/Inveresk Page 10 "Confidential" Clinical Master Service Agreement 28th September 2005
11.6: Following completion of the Services outlined in each Task Order, Inveresk will return client data or other
materials furnished to Inveresk. Sponsor shall provide written instructions regarding and shall pay all costs
associated with the shipping of the materials to the Sponsor. Subject to the requirements of
Section 6 Inveresk may retain in its possession any and all data, documents or information related to the
performance of this Agreement or Task Order as is required for regulatory, legal, insurance or record keeping
purposes, or as otherwise instructed by Sponsor.

11.7: The originals of all essential study documents, as defined by ICH Guideline E6 (including Case Report
Forms, Investigator Files, Regulatory files and any other documents agreed to by both parties) will be promptly
returned to Sponsor at the conclusion of the applicable Study identified in the appropriate Task Order or at any
time during the Study at Sponsor's request. Except as provided in Section 11.3, copies of all Study
documentation and data and all internal study-related materials may be thereafter disposed six months after the
final payment is received.

11.8: If archival of study material is required by the Sponsor beyond the six month timeframe noted in Section
11.7, Sponsor shall pay any and all expenses related to the storage, shipment or disposal of Study related
materials, unless otherwise specified in a individual Task Order.

11.9: With the exception of Inveresk's software, programs, practices, procedures, policies, methods, manuals,
and information privileged and proprietary to Inveresk, Inveresk will promptly disclose to Sponsor or its
designees any and all inventions, discoveries and improvements conceived or made by Inveresk or, to the extent
Inveresk is aware thereof, by any investigator, in the course of Services provided under any Task Order entered
in accordance with this Agreement that relate to study drug or to the Study Protocol and agrees to assign all its
interest therein to Sponsor or its designee.

11.10: Any such invention, discovery or improvement shall be the sole and exclusive property of Sponsor.
Whenever requested to do so by Sponsor, and to the extent it is possible for Inveresk to do so, Inveresk will
execute any and all applications, assignments, or other instruments and give testimony to the extent reasonably
required to apply for and obtain Letters Patent of the United States or any foreign country or to protect otherwise
Sponsor's interest therein, and Sponsor shall reimburse Inveresk for reasonable expenses incurred in connection
with such activities. The parties' obligation under this section shall survive the termination of this Agreement and
the applicable Task Order.

XII. WARRANTIES AND REPRESENTATIONS

12.1: Sponsor warrants and represents that data delivered to Inveresk under any Task Order for the
performance of Data Management, Quality Assurance and Bio-Statistics services shall be delivered to Inveresk
in a form and condition reasonably calculated to allow Inveresk to perform the tasks described in Task Orders in
a timely fashion.

12.2: Sponsor further warrants and represents that it shall disclose to Inveresk, prior to entering into a Task
Order all material facts relating to the Study and the Study data that may affect Inveresk's performance under this
Agreement.


ChemGenex/Inveresk Page 11 "Confidential" Clinical Master Service Agreement 28th September 2005
12.3: Sponsor agrees that it shall act to ensure the timely delivery of data and Study materials to Inveresk.

12.4: Inveresk shall employ generally recognized professional standards and shall take all reasonable precautions
against error in completing its Services under this Agreement and Task Order, including analyzing the Study data
and preparing statistical reports as required. Such Services shall be performed in accordance with generally
accepted data processing principles as applied to the monitoring of clinical trials and all reasonable efforts will be
made to ensure the accuracy of all reports prepared for Sponsor. Both parties warrant that they will perform their
obligations and responsibilities hereunder in keeping with all federal, state and local laws (or applicable
governmental laws) and regulations and with all policies and procedures of the FDA (or applicable regulatory
authority).

12.5: In the event Sponsor elects to use MedDRA(R) or another coding dictionary requiring a license, Sponsor
shall be required to maintain an active subscription license for that service throughout the term of the program.
Proof of such license shall be required for Inveresk's records.

XIII. INDEPENDENT CONTRACTOR

13.1: Inveresk shall perform Services under this Agreement and each applicable Task Order as an independent
contractor, and nothing herein shall be construed to be inconsistent with that relationship or status. Inveresk, its
employees and consultants shall not be considered to be employees of Sponsor. This Agreement shall not
constitute, create, or in any way be interpreted as, a joint venture, partnership or business organization of any
kind.

XIV. DELAYS

14.1: With the exception of any monetary payments due hereunder, either party shall be excused from performing
its obligations with respect to this Agreement or any subsequent Task Order if their performance is delayed or
prevented by any cause beyond such party's control including, but not limited to, acts of God, fire, explosion,
weather, disease, war, insurrection, civil strife, riots, government action, or power failure. Performance shall be
excused only to the extent of and during the reasonable continuance of such disability. Any deadline or time for
performance specified in any Task Order which falls due during or subsequent to the occurrence of any of the
disabilities referred to herein shall be automatically extended for a period of time equal to the period of such
disability. The affected party will promptly notify the other party if, by reason of any of the disabilities referred to
herein, the affected party is unable to meet any deadline or time for performance specified in a Task Order.

14.2: Inveresk shall not be held accountable for delays in its performance of this Agreement or any Task Order
due to the errors, acts or omissions of persons or entities not under the direct control of Inveresk. Inveresk shall
not be responsible for delays in Study enrollment following site initiation. Delays in key Sponsor decisions will
result in corresponding delays in Inveresk's performance. Inveresk shall not be held accountable for errors
contained in data delivered to Inveresk from persons or entities not under the direct control of Inveresk.


ChemGenex/Inveresk Page 12 "Confidential" Clinical Master Service Agreement 28th September 2005
XV. DRUG SUPPLIES

15.1: Unless otherwise set forth in an appropriate Task Order, drug supplies will be shipped properly packaged
and labeled directly to the investigators by Sponsor. Sponsor represents and warrants that all necessary
approvals under the United States Food, Drug and Cosmetic Act, the regulations promulgated thereunder and
other state, federal or regulatory approvals shall be obtained prior to the shipment of any drugs.

15.2: Unless otherwise set forth in an appropriate Task Order, at the completion or termination of any Task
Order, Inveresk will make an accounting of all clinical supplies. Inveresk will use all reasonable efforts to obtain
return of all unused drug supplies. During the Study, Inveresk will assure that the investigator maintains records of
the dates and amounts of drug supplies received at the Study site; the dates, amounts and patients to whom the
test drug has been administered, the dates (when known) and the amount of drug broken, spilled or lost, and the
dates and amounts of drug being returned.

XVI. MISCELLANEOUS

16.1: Any contracts or other agreements that Inveresk enters into with others for the purposes of this Agreement
or Task Orders will solely be between Inveresk and the others. Neither party shall have the authority to bind the
other party to any agreement whatsoever. Inveresk may, however, delegate part of the Services provided for in
any Task Order to its Affiliates, provided that Inveresk shall remain responsible for the performance of all
Services provided in the appropriate Task Order.

16.2: During the term of this Agreement and for one year following termination of this Agreement, neither party
will (or will encourage others to) recruit, solicit or induce, or attempt to induce, any employee of the other party
with whom it comes into contact as a result of this Agreement to terminate his or her employment or otherwise
cease his or her relationship with the other party; provided however, that the foregoing provision will not prevent
a party from employing any such employee of the other party who contacts such party on his or her own initiative
without any such solicitation from the other party. The term "solicit" will not be deemed to include general
solicitations for employment not specifically directed towards employees of a party.

16.3: To the extent that there is no conflict with the terms and conditions of specific Task Orders, this Agreement
shall constitute the entire understanding of the parties hereto relating to the subject matter hereof and shall not be
changed or modified except in writing and signed by authorized representatives of the parties. All prior
Agreements, whether written or oral between the parties relating to the subject matter hereof are superseded by
this Agreement and are of no further force or effect.

16.4: The covenants and conditions contained herein will apply to and bind the successors, representatives and
assigns of all parties hereto.


ChemGenex/Inveresk Page 13 "Confidential" Clinical Master Service Agreement 28th September 2005
16.5: If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the
remaining provisions shall remain in full force and effect.

16.6: No failure or delay of one of the parties to execute any of its rights or powers under this Agreement shall
operate as a waiver thereof, nor any other single or partial exercise of such right or power preclude any other
further exercise thereof. The rights and remedies provided for in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.

16.7: The validity, interpretation, performance, rights and duties with respect to this Agreement shall be
determined by the laws, and within the jurisdiction, of Scotland and England.

16.8: No party will be liable for failure or delay in performing the obligations set forth in this Agreement, and no
party shall be deemed in breach of its obligations, if such failure or delay is due to any causes reasonably beyond
the control of such party.

16.9: Notices hereunder shall be provided by certified mail, return receipt requested only.

                                                   If to Inveresk:

                                               Contracts Department
                                             Inveresk Research Limited
                                                Beechwood (suite 2)
                                                    Grove Park,
                                                  White Waltham
                                                    Maidenhead
                                                     Berkshire
                                                     SL6 3LW

If to Sponsor:

                                       ChemGenex Pharmaceuticals Limited
                                             3475 Edison Way,
                                                  Suite M,
                                                Menlo Park,
                                                 CA 94025

16.10: Neither party shall disclose, except as required by law, or as required to fulfill regulatory obligations as the
Sponsor of an IND or NDA, the existence of this Agreement or any Task Order entered in accordance
therewith, nor use or publish the other party's name in promotion, advertising or for any other purpose without the
prior written agreement of the other. This Agreement does not entitle either party to the use of the trademarks of
the other party.

16.11: Both parties hereto will perform the obligations as set forth herein in conformance with applicable federal,
state and local laws and ordinances, with the guidelines promulgated by the U.S. Food and Drug Administration
and, as applicable, with accepted standards of good clinical practice.

16.12: This Agreement and any Task Order entered in accordance with the terms contained herein may be
executed in two or more counterpart originals, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


ChemGenex/Inveresk Page 14 "Confidential" Clinical Master Service Agreement 28th September 2005
16.13: Sections 6, 9, 11, 16.2, 16.7, 16.8, 16.9, 16.10, and 16.13 shall survive termination of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year above
written.

Inveresk Research Limited ChemGenex Pharmaceuticals Limited

          By: Ian A. McDonald                                  By:    __________________________
          Title: Finance Director                              Title: __________________________
          Date: 28th September 2005                            Date: __________________________


          --------------------------------------------------------------------------------
          ChemGenex/Inveresk               Page 15                        "Confidential"
          Clinical Master Service Agreement                          28th September 2005
                                   Exhibit A - Example Task Order Template

                                                     Task Order
                                                   Number: 05-001

This Task Order is made and entered by and between ChemGenex Pharmaceuticals Limited ("Sponsor") and
Inveresk Research Limited ("Inveresk") pursuant to and in accordance with the Master Services Agreement
signed and its amendments, executed by the parties and is entered into this _______ day of _______ 2005.

For good and valuable consideration, the receipt, exchange and sufficiency of which is acknowledged by the
parties, it is agreed that the parties hereto shall perform the services (monitoring and related activities) set forth
herein and in support of the Protocol entitled:



PO Number:______________________

This Task Order contains the following Attachments each of which is made a part hereof:

Attachment "A" - Protocol Attachment "B" - Scope of the Work Attachment "B-1" - Estimated Timeline
Attachment "C" - Estimated Budget, Terms Attachment "D" - Schedule of Payments, Terms Attachment "E" -
Transfer of Obligations

In the event of any conflict between the terms and conditions of the Master Services Agreement and the terms
and conditions set forth in this Task Order or any of the Attachments thereto, it is agreed that this Task Order
shall take precedence and supersede the conflicting terms of the Master Services Agreement.

          Inveresk Research Limited                                  ChemGenex Pharmaceuticals Limited




          By: ___________________________                   By:      ___________________________

          Title: ________________________                   Title: ___________________________

          Date: _________________________                   Date:    ___________________________


          --------------------------------------------------------------------------------
          ChemGenex/Inveresk               Page 16                        "Confidential"
          Clinical Master Service Agreement                          28th September 2005
Exhibit 12.01

                                                CERTIFICATION

I, Dr. Greg R. Collier, Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 20-F of ChemGenex Pharmaceuticals Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect the company's internal control over financial reporting; and

5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the company's internal control over financial reporting.

                                             Date: December 16, 2005

                                             /s/Greg R. Collier
                                             Dr. Greg R. Collier
                                             Chief Executive Officer




A signed original of this written statement required by Section 302 has been provided to ChemGenex
Pharmaceuticals Limited and will be retained by ChemGenex Pharmaceuticals Limited and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 12.02

                                                 CERTIFICATION

I, Eric Merrigan, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 20-F of ChemGenex Pharmaceuticals Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect the company's internal control over financial reporting; and

5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the company's internal control over financial reporting.

                                             Date: December 16, 2005

                                             /s/Eric Merrigan
                                             ------------------------
                                             Eric Merrigan
                                             Chief Financial Officer




A signed original of this written statement required by Section 302 has been provided to ChemGenex
Pharmaceuticals Limited and will be retained by ChemGenex Pharmaceuticals Limited and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 13.01

                       CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                  AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ChemGenex Pharmaceuticals Limited (the "Company") on Form 20-F
for the fiscal year ended June 30, 2005, as filed with the U.S. Securities and Exchange Commission on the date
hereof (the "Report"), I, Dr. Greg R. Collier, Chief Executive Officer, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act
of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                         /s/Greg R. Collier
                                         Name: Dr. Greg R. Collier
                                         Title: Chief Executive Officer

                                         December 16, 2005




A signed original of this written statement required by Section 906 has been provided to ChemGenex
Pharmaceuticals Limited and will be retained by ChemGenex Pharmaceuticals Limited and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 13.02

                       CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                  AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ChemGenex Pharmaceuticals Limited (the "Company") on Form 20-F
for the fiscal year ended June 30, 2005, as filed with the U.S. Securities and Exchange Commission on the date
hereof (the "Report"), I, Eric Merrigan, Chief Financial Officer, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act
of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                         /s/Eric Merrigan
                                         Name: Eric Merrigan
                                         Title: Chief Financial Officer

                                         December 16, 2005




A signed original of this written statement required by Section 906 has been provided to ChemGenex
Pharmaceuticals Limited and will be retained by ChemGenex Pharmaceutical Limited and furnished to the
Securities and Exchange Commission or its staff upon request.