<Page>
EXHIBIT 10.15
MONASH UNIVERSITY
of Wellington Road, Clayton
Landlord
CHIRON TECHNOLOGIES PTY. LTD.
(IN LIQUIDATION)
ACN 006996792
of 11 Duerdin Street, Clayton
Old Tenant
MIMOTOPES PTY. LTD.
ACN 090 841 286
of 11 Duerdin Street, Clayton
New Tenant
-----------------------
TRANSFER OF LEASE
-----------------------
PATRICK SMITH
Barrister & Solicitor
Suite 13, Caulfield Plaza
860-876 Dandenong Road
Caulfield East 3145
Telephone: 9571 9322 9571 9422
Facsimile: 9571 9813
PES: 2780
<Page>
PATRICK SMITH
SOLICITOR
TRANSFER OF LEASE
LEASE: Date: 13 April 1999
Premises: Cnr Martin & Duerdin Streets, Clayton
Period: 4 years 2 months commencing on 1 July 1998
Options: 4 further period(s) of 7 years (each)
LANDLORD: MONASH UNIVERSITY of Wellington
Road, Clayton
OLD TENANT: CHIRON TECHNOLOGIES PTY. LTD. (In
Liquidation) ACN 006 996 792 of 11
Duerdin Street, Clayton
NEW TENANT: MIMOTOPES PTY. LTD. ACN 090 841 286
of 11 Duerdin Street, Clayton
TRANSFER DATE:
OLD TENANT'S GUARANTOR: Not applicable
NEW TENANT'S GUARANTOR: Not applicable
Each of the descriptions on this page has the same meaning in the following
pages.
1
<Page>
1. TRANSFER
1.1 The old tenant transfers the lease to the new tenant with all
options. The new tenant will hold the lease from the transfer
date.
1.2 If the old tenant is not the tenant named in the lease, the
old tenant promises that it has become the tenant by previous
valid transfers of the lease.
2. VALIDITY OF LEASE
The old tenant promises that on the transfer date the lease and the
options are valid and no changes have been made to them.
3. NEW TENANT ACCEPTS OBLIGATIONS
The new tenant must pay the rent and do everything else required by
the lease for the remainder of the lease and during any period it
stays in possession after it ends.
4. INDEMNITY BY NEW TENANT
The new tenant indemnifies the old tenant so that the old tenant will
not be responsible for breaches of the lease by the new tenant.
5. OLD TENANT STILL LIABLE
This transfer does not end the obligations of the old tenant under
the lease. Unless the lease provides otherwise, those obligations
continue until the end of the lease, but do not continue into any
period of overholding after this lease ends, nor into any renewed term.
6. OLD TENANT'S GUARANTOR STILL LIABLE
This transfer does not end the obligations of the old tenant's
guarantor under any guarantee or indemnity. Unless the guarantee or
indemnity provides otherwise, those obligations continue until the end
of the lease, bud do not continue into any period of overholding after
the lease ends, nor unto any renewed term.
7. LANDLORD'S PROMISES
The landlord-
7.1 Promises that if it is not the landlord named in the lease, it
is now the person entitled to take possession of the premises
if the lease ends.
7.2 Promises that the lease and options are valid and that no
changes have been made to them.
7.3 Consents to this transfer, and
7.4 Agrees not to take any action against the old tenant before
the transfer date which would harm the new tenant's rights.
8. GUARANTEE AND INDEMNITY
The new tenant's guarantor-
8.1 Guarantees to the landlord and to the old tenant that the new
tenant will pay the rent promptly and will do everything the
lease requires.
8.2 Agrees that this guarantee is a continuing guarantee which will
not be affected by-
- part payment,
- part performance,
- extension of time given by the landlord, or
- non-registration of the lease.
8.3 Must indemnify the landlord and the old tenant so that they
suffer no harm from breaches of the lease by the new tenant
including losses resulting from the insolvency or winding-up
of the new tenant.
<Page>
9. ACKNOWLEDGEMENT BY OLD TENANT'S GUARANTOR
The old tenant's guarantor by signing this transfer acknowledges that
its obligations to guarantee the old tenant continue.
10. STAMP DUTY
The new tenant must pay the stamp duty on this transfer (if any) and
must provide one signed copy for each person named on page one.
11. GST
11.1 In this clause:
"GST" means GST within the meaning of the GST Act.
"GST Act" means the A New Tax System (Goods and Services Tax)
Act 1999 (as amended).
11.2 Except where this document states otherwise an amount payable
by a party for a taxable supply made by the other party under
this document is expressed as a GST exclusive amount.
11.3 If this document requires a party to pay an amount in respect
of an expense or liability ("reimbursable expense") incurred
by the other party ("payee") to a third party, the
reimbursable expense must be net of any input tax credit to
which the payee is entitled in respect of the reimbursable
expense.
11.4 If a party makes a taxable supply under this document, then the
party liable to pay for the taxable supply must also pay to
the supplier the GST payable in respect of the taxable supply
at the time payment for the taxable supply is due.
11.5 A party is not obliged under clause 11.4 to pay the GST on a
taxable supply to it, until given a valid tax invoice for the
supply.
12. CONSENTS
The old tenant must obtain the necessary consents to the transfer,
and must get the landlord to sign it. It must do so at its own expense.
13. VARIATIONS
13.1 The parties hereto agree that the Clause 14.1 of the Lease be
amended by the deletion of the figures "$23,635.00" and the
figures "$100,000.00" be inserted.
13.2 In all other respects the Lease is hereby confirmed.
14. INTERPRETATION
This transfer is binding on-
12.1 Individuals' executors and administrators
12.2 Corporations' liquidators and administrators
12.3 Anyone to whom the persons affected by this transfer of lease
transfer their rights under it.
And in interpreting this transfer-
12.4 Singular words include the plural and vice versa, and
12.5 Words expressed in one gender include all genders.
<Page>
15. OBLIGATIONS JOINT AND INDIVIDUAL
If any person named on page one is made up of more than one
individual or corporation, they must all perform their obligations
under this transfer jointly and each individual must also perform them.
Executed as a deed on:
Execution & Attestation:
THE COMMON SEAL of MONASH
UNIVERSITY was hereto affixed on the
14th day of September 2001
by Direction of the Vice-Chancellor and
President in the presence of:
/s/
- --------------------------------------- Vice-Chancellor and President
/s/ Patrick Smith
- --------------------------------------- Deputy Vice-Chancellor
CHIRON TECHNOLOGIES PTY. LTD (In Liquidation)
executed on the day of 2001
/s/
- --------------------------------------- Liquidator
The COMMON SEAL of MIMOTOPES PTY. LTD
was hereto affixed on the day of 2001
/s/ Andrew Milner
- --------------------------------------- Director
[MIMOTOPES PTY.
/s/ Ian Ray LTD. A.C.N.
- --------------------------------------- Secretary 090 841 286
COMMON SEAL]
<Page>
DATED 199
- -----------------------------------------------------------------------------
MONASH UNIVERSITY
"Lessor"
-and-
CHIRON TECHNOLOGIES PTY. LTD.
ACN 006 996 792
"Lessee"
LEASE
PATRICK SMITH
Barrister & Solicitor
Suite 13, Caulfield Plaza
860-876 Dandenong Road
Caulfield East 3145
Telephone: 9571 9322 9571 9422
Facsimile: 9571 9813
PES:2780
<Page>
THIS GROUND LEASE made the 18th day of APRIL 1999 BETWEEN the Lessor as set
out in Item 1 of the First Schedule ("the Lessor") of the one part and the
Lessee as set out in Item 2 of the First Schedule ("the Lessee") of the other
part
WITNESSES that the Lessor hereby leases to the Lessee all that piece of land
("the Land") described in Item 3 of the First Schedule as tenant for the term
specified in Item 4 of the First Schedule commencing on the date specified in
Item 5 of the First Schedule ("the Term") and at the rental and otherwise
subject to the following covenants, conditions and restriction that is to
say:-
PART 1 - INTERPRETATION
1.1 In this Ground Lease unless the contrary intention appears:-
"ADJOINING LAND" means the adjoining land described in Item 10 of the
First Schedule.
"BUILDING" means the improvements now or hereafter erected on the
Land.
"GROUND LEASE" means this Ground Lease including all Schedules and
annexures and as amended, varied or supplemented from time to time.
"LESSEE" means and includes the Lessee and the executors,
administrators, successors and permitted assigns of the Lessee and
where not repugnant to the context the employees and agents of the
Lessee.
"LESSOR" means and includes the Lessor and the executors,
administrators, successors and permitted assigns of the Lessor and
where not repugnant to the context the employees and agents of the
Lessor.
"PLAN OF SURVEY" means the plan of survey annexed hereto and marked
"A".
"PROPERTY" means the Land and the Building.
"RENT" means all moneys described in the Second Schedule hereof as
rent and payable as rent by the Lessee to the Lessor under this ground
Lease.
"TERM" means the term specified in Item 4 of the First Schedule
commencing on the date specified in Item 5 of the First Schedule.
"THE Land" means the land described in Item 3 of the First Schedule.
1.2 NUMBER AND GENDER
Except to the extent that such interpretation shall be excluded by or
be repugnant to the context, reference to any party shall include its
successors and permitted assigns; the word "person" shall include a
"body corporate" and vice versa; words importing the singular number
or plural number shall include the plural number and singular number
respectively; and reference to any gender includes all genders.
Original Lease
Stamped with: $2,436.60
Pen/Int; $256.89
Trn: 564507 24-AUG-1999
Stamp Duty Victoria: AXK2
<Page>
1.3 JOINT AND SEVERAL
Any covenant or agreement on the part or for the benefit of two or
more persons shall respectively bind them and be for the benefit of
them jointly and each of them severally.
1.4 HEADINGS
Headings of clauses and marginal notes have been inserted for guidance
only and shall not be deemed to form any part of the context.
1.5 STATUTES
Reference to a statute or ordinance includes all regulations under and
amendments to that-statute or ordinance whether by subsequent statutes
or ordinances or otherwise and any statute or ordinance passed in
substitution for the statute or ordinance referred to or
incorporating any of its provisions.
1.6 EXCLUSION OF IMPLIED S AND POWERS
The covenants and powers implied in every lease by virtue of the
Transfer of Land Act 1958 shall not apply to or be implied in this
Ground Lease except insofar as the same or some part thereof is
included in the covenants hereinafter contained.
1.7 CONTRA PROFERENDUM
In the Interpretation of this Ground Lease, no rules of construction
shall apply to the disadvantage of one party on the basis that it put
forward the Ground Lease or any part thereof.
1.8 PROVISIONS TO BE CONSTRUED AS S
Such of the provisions and conditions herein contained as require or
prescribe anything to be done or not to be done by the Lessee shall in
addition to being read and construed as conditions of the Ground Lease
hereby granted be also read and construed as covenants and agreements
whereby the Lessee for itself and its assigns covenants and agrees
with the Lessor to observe and perform such provisions and conditions.
1.9 SEVERABILITY OF PROVISIONS
Any provision of this Ground Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Ground Lease or
affecting the validity or enforceability of such provision in any other
jurisdiction.
PART 2 - RENT AND OUTGOINGS
2.1 RENT
The Lessee will during the Term pay the Rent to the Lessor or
otherwise as the Lessor shall notify the Lessee in writing free of
exchange and all deduction in the manner provided for in the Second
Schedule.
<Page>
2.2 RATES AND TAXES, ETC.
(a) Subject to Clause 2.2(b) and (c) the Lessee will as and when
the same become due for payment pay all (or in the first and
last year of the Term the appropriate proportionate part of
all) rates, taxes (including Land Tax assessed as if the Land
was the only land owned by the Lessor), assessments, duties
and fees whether municipal, local, government or otherwise
which are at any time during the Term charged upon or imposed
or levied in respect of the Land or the Buildings or both on
the Lessor or the Lessee on account thereof (collectively and
individually referred to as "charges") and will if required by
the Lessor produce to the Lessor the receipts for such
payments within 14 days after the respective due dates for
payment.
(b) If the charges are in respect of land only, including the
Land, the Lessee will pay that proportion of the charges which
the area of the Land bears to the total area of that land.
(c) If the charges are in respect of -
(i) improvements only, including the Building, or
(ii) land and improvements, including the Land and the
Building,
the Lessee will pay that proportion of the charges
which the amount that the relevant authority
attributes to the Building (in the case of (c)(i)) or
the Land and the Building (in the case of (c)(ii)),
for the purposes of determining such charges ("the
Ground Lease Amount") respectively bears to the total
amount that the relevant authority attributes to all
those improvements or the whole of the relevant land
and improvements thereon, as the case may be, for
such purposes; provided that if the relevant
authority fails or refuses to stipulate the Ground
Lease Amount then that amount shall be agreed upon by
the parties and failing agreement within 21 days of
either party requesting the other in writing to agree
upon a specified amount as being the Ground Lease
Amount, shall be such reasonable amount as may be
determined by an expert appointed by the parties and
failing agreement by the President or other principal
officer for the time being of the Australian
Institute of Valuers (and should such Institute have
ceased to exist by such body or association as then
serves substantially the same objects as such
Institute) and such expert shall act as an expert and
not an arbitrator and his decision shall be final and
binding on the parties and his costs will be borne in
such proportion as the expert shall determine.
(d) The Lessor may in its discretion elect by notice in writing
to the Lessee to pay any of the charges in which event the
Lessee shall on demand reimburse the Lessor to the extent of
its liability therefore.
2.3 STATUTORY FEES; AND CHARGES
The Lessee will pay or cause to be paid all other fees charges and
impositions (excluding income, capital gains or other like taxes or
impositions) which are at any time during the Term payable by the
Lessor in respect of the Property or on account of the use and
occupation of the Property.
2.4 ELECTRICITY, GAS, WATER CHARGES, ETC.
The Lessee will as and when the same become due for payment in addition
to the Rent pay or cause to be paid all proper charges for gas,
electricity, water and other services supplied to or consumed in or on
the Property as registered and recorded on the meters installed therein
for
<Page>
that purpose and will also pay or cause to be paid all charges in
respect of any telephone services connected to the Property.
PART 3 - USE OF THE PROPERTY
3.1 PURPOSES
The Lessee shall use the Property for the purpose specified in Item 6
of the First Schedule subject to the consent of all necessary
authorities having been obtained and will not use or permit to be used
the Property for any other purpose or purposes whatsoever unless the
Lessee first obtains the written consent of the Lessor which consent
may be given or withheld at the Lessor's discretion.
3.2 NO NOXIOUS USE
The Lessee will not permit any noxious, immoral, noisome, offensive or
illegal act, trade, business, occupation or calling at any time during
the Term to be exercised, carried on, permitted or suffered in or upon
the Property and will not permit any act, matter or thing whatsoever at
any time during the Term to be done in or upon the Property which shall
or may cause annoyance, nuisance, grievance, damage or disturbance to
the Lessor or to the occupiers or owners of adjoining or neighbouring
lands or buildings nor will the Lessee permit any auction sale to be
held on the Property.
3.3 ALTERATIONS AND ADDITIONS
The Lessee will not nor will it permit any person to make any
alteration or addition to the structure or exterior of the Building or
conduct any other building or development work on the Land without the
prior written consent of the Lessor which consent shall not be
unreasonably withheld and shall in the course of such alterations or
additions or other building or development work made with the consent
of the Lessor observe and comply with all reasonable requirements of
the Lessor and requirements of public authorities. The provisions of
Clause 8.1 will apply to any such alterations, additions, building or
development work. Without prejudice to the foregoing provisions of this
Clause, the Lessee will when applying for the Lessor's approval to any
alterations or additions to the Building or other building or
development work submit with the application drawings and
specifications in respect thereof prepared by a qualified consultant
approved by the Lessor which approval shall not be unreasonably
withheld. Work in respect of alterations or additions to the Building
or other building or development work approved by the Lessor (such
approval not to be unreasonably withheld) shall only be carried out by
contractors or qualified tradesmen approved by the Lessor which
approval shall not be unreasonably withheld and if required by the
Lessor the Lessee shall on completion of such work hand to the Lessor a
certificate by a consultant approved by the Lessor which approval shall
not be unreasonably withheld to the effect that such work has been
carried out in accordance with the drawings and specifications relating
thereto and in accordance with the requirements of all relevant public
authorities.
3.4 LESSEE TO COMPLY WITH STATUTORY REQUIREMENTS
The Lessee will, to the extent that it is legally able to do so, from
time to time and in all respects observe and comply with the
requirements of all relevant statutory provisions and all ordinances
proclamations regulations and by-laws thereunder and all notices orders
and directions which may be given under the same present or future
affecting or relating to the Property or to any business or operations
conducted thereon or to the conduct of any person using or upon the
Property or the use thereof and with all requirements which may be made
or notices or orders which may be given by any governmental
semi-governmental city municipal health licensing or any other
authority having jurisdiction or authority in respect of the Property
or the use thereof of whatsoever nature.
<Page>
3.5 SUB-LETTING
The Lessee will not during the continuance of this Ground Lease without
the prior consent in writing of the Lessor assign transfer mortgage
charge or otherwise deal with the Lessee's interest in the Property or
demise sub-let or part with the possession of or grant any license
affecting the Property or by any act or deed procure any of the
foregoing. The Lessor will not unreasonably withhold its consent to any
sub-letting if prior thereto the Lessee either has not committed any
default under this Ground Lease or has committed a default under this
Ground Lease which has been waived or excused and if prior thereto:-
(a) the Lessee has proved to the satisfaction of the Lessor that
the proposed sub-lessee ("Ingoing Tenant") is a respectable
responsible and solvent person;
(b) the Ingoing Tenant has entered into a deed of sub-lease (to
which the Lessor shall be a party) in the form and containing
such covenants as the Lessor may require including a covenant
that the Ingoing Tenant will duly perform and observe the
covenants and agreements on the Lessee's part herein
contained;
(c) the Ingoing Tenant has furnished the Lessor with such
guarantee or guarantees of the performance of his obligations
under this Ground Lease as the Lessor shall require;
(d) the Lessee has entered into a deed in the form required by the
Lessor under which the Lessee releases the Lessor from all
claims against the Lessor in respect of, or in any way arising
from, this Ground Lease; and
(e) the Lessee has established to the satisfaction of the Lessor
that the Ingoing Tenant is obliged to pay a rental which will
not be less than the Rent and all other amounts payable by the
Lessee pursuant to this Ground Lease.
The provisions of Section 144 of the Property Law Act 1958 as amended
shall not apply to this Ground Lease and are hereby expressly excluded.
3.6 SIGNS AND ADVERTISING
The Lessee will not without the prior approval in writing of the Lessor
(which approval shall not be unreasonably withheld) erect display affix
or exhibit on or to the Property or any part thereof any signs, lights,
embellishments, advertisements, names or notices (other than notices
required by law).
PART 4 - MAINTENANCE, REPAIRS, ETC.
4.1 REPAIR AND MAINTENANCE
Without prejudice to the specific obligations contained in this Part 4
the Lessee will at all times during the Term maintain, repair, amend,
replace, paint, renew, cleanse, uphold and keep the whole and each an
every part of the Building in good and substantial repair, order and
condition.
4.2 CLEANING OF THE PROPERTY
The Lessee will to the reasonable satisfaction of the Lessor cause the
Property during the whole of the Term to be kept clean and free from
dirt and rubbish and inflammable or dangerous materials and from time
to time will remove and take away or cause to be removed or taken away
from the Property all refuse in accordance with the requirements of the
local authority and of the Lessor.
<Page>
4.3 GROUNDS
The Lessee shall keep all trees shrubs plants and lawns in the
Property adequately watered and cultivated and replace any which may
perish with suitable substitutes and shall keep all lawns and hedges
regularly mowed and clipped and all gardens roadways and pathways
free from weeds.
4.4 PEST CONTROL
The Lessee will take all reasonable precautions to keep the Property
free of rodents vermin insects pests birds and animals and in the
event of failing so to do will if so required by the Lessor but at
the cost of the Lessee employ from time to time or periodically pest
exterminators approved by the Lessor.
4.5 INFECTIOUS ILLNESS
The Lessee will in the event of any infectious illness occurring on
the Property forthwith give notice thereof to the Lessor and to the
proper public authorities and at the expense of the Lessee will
thoroughly fumigate and disinfect the Property to the satisfaction of
the Lessor and such public authorities and otherwise comply with
their reasonable and lawful requirements in regard to the same.
PART 5 - INSURANCES
5.1 INSURANCES
The Lessee will effect or cause to be effected and maintained the
following insurances in the joint names of the Lessor and the Lessee
for their respective rights and interests
(A) CONTRACTOR'S ALL RISKS INSURANCE
If the Lessee wishes to erect or cause to be erected any
improvements upon the Land, prior to the commencement of the
works whereby the improvements are to be erected, a
contractor's all risks policy relating to the works and the
Property until the works have been completed to a stage where
they are suitable for beneficial occupation and use.
(B) GENERAL INSURANCE
If the Lessee erects or causes to be erected any improvements
upon the Land, as from and including the date on which the
improvements have been completed to a stage where they are
suitable for beneficial occupation and use:
(I) INSURANCE OF THE PROPERTY
Insurance of the Property (including all plant
equipment fixtures and fittings therein) against loss
injury damage or destruction from any insurable risk
relating but not limited to loss injury damage or
destruction to the Property by fire, water, earthquake,
theft, explosion, riot, strikes, civil commotion,
malicious damage, lightning storm, tempest, impact by
vehicle or aircraft or articles dropped from any
aircraft or any other insurable risk reasonably
required by the Lessor for the reinstatement cost of the
Property
<Page>
(II) INSURANCE OF ALL PLATE GLASS, ETC.
Insurance of all plate glass, fixed glass, and windows
in the Property for the reinstatement cost thereof from
loss, damage, or injury caused by explosion,
earthquake, aircraft, riot, civil commotion, fire,
lightning, storm, tempest, Act of God and war damage.
(III) WORKER'S COMPENSATION INSURANCE
Insurance against any liability which may arise at
common law or by virtue of any relevant workers'
compensation legislation in connection with the
Property.
(IV) SPECIAL INSURANCES
Such special insurances as may be required by the
Lessor from time to time being insurances which in the
reasonable opinion of the Lessor are commonly effected
by owners or Lessees having regard to the nature of the
Property.
(C) PUBLIC RISK INSURANCE
Adequate public risk insurance reasonable acceptable to the
Lessor for at least $5 million (or such other amount as may be
notified by the Lessor to the Lessee at any time and from time
to time) in respect of the Property and covering the
indemnities referred to in Part 6 of this Lease.
5.2 NON-AVOIDANCE OF INSURANCE
The Lessee will not at any time during the Term do permit or omit or
suffer to be done permitted or omitted any act, matter or thing upon
the Property or the bringing or keeping of anything therein whereby
any insurance relating to the Property may be rendered void or
voidable.
PART 6 - INDEMNITIES AND RELEASE
6.1 RELEASE BY LESSEE
The Lessee agrees to occupy use and keep the Property and to use
Martin Street at the risk of the Lessee and hereby releases to the
full extent permitted by law the Lessor and its agents, servants,
contractors and employees from all claims and demands of every kind
resulting from or connected (whether directly or indirectly) with any
death, accident, loss, injury, damage or destruction occurring
therein and the Lessee expressly agrees that the Lessor shall have no
responsibility or liability for any loss or destruction of or injury
or damage to fixtures or personal property of the Lessee or any other
person.
6.2 RESPONSIBILITY OF THE LESSEE
The Lessee shall, to the extent that it is legally able to do so,
take and be subject to the same responsibilities in regard to persons
and property and otherwise to which the Lessee would be subject if
the Term the Lessee were the owner of the freehold of the Property.
6.3 GENERAL INDEMNITIES
Without prejudice to the generality of the foregoing provisions, the
Lessee agrees to indemnify and to keep indemnified the Lessor from
and against all actions, claims, demands, notices,
<Page>
losses, injuries, damages, destruction, costs, outgoings and expenses
to which the Lessor shall or may become liable in respect of or
arising from all or any of the following:
(i) any loss damage or destruction to property or death or injury
of whatsoever nature or kind and howsoever or wherever
sustained, caused or contributed to by the use occupation or
condition (including latent or other defects) of the Property
or of anything in on or upon the Property not caused by the
willful act and default of the Lessor;
(ii) any act, neglect, default or omission by the Lessee hereunder
and whether the same arises through any act, neglect, default
or omission of the Lessee or any of its agents, contractors,
servants, licensees, sublessees, invitees or any trespassers;
(iii) any notice claim or demand to pay do or perform any act matter
or thing to be paid done or performed by the Lessee under this
Ground Lease.
6.4 SPECIFIC INDEMNITIES
Without limiting the generality of Clauses 6.1, 6.2 and 6.3 the
Lessee agrees to indemnify and to keep indemnified the Lessor from
and against all actions, claims, demands, losses, injuries, damages,
destruction, costs, outgoings and expenses for which the Lessor shall
or may be or become liable in respect of or arising from all or any
of the following:-
(i) overflow or leakage of water (including rain water) and other
fluids in, into or from the Property; and
(ii) any loss, damage to property or death or injury to persons
which may be suffered or sustained by the Lessee or any of its
agents, contractors, servants, licensees, sublessees, invitees
or any trespasser in on or upon any portion of the Property or
Martin Street whether in occupation or control of the Lessor or
of the Lessee or of any other person.
6.5 CONTINUATION OF RELEASE ETC.
The releases, responsibilities and indemnities contained in Clauses
6.1, 6.2, 6.3 and 6.4 shall continue in full force and effect after
the expiration or other determination of the Ground Lease but only in
respect of any act, event, deed, matter or thing occurring before
such expiration or determination.
6.6 NEGLIGENCE OF THE LESSOR
Notwithstanding the provisions of any other clause in this Part 6,
the releases, responsibilities and indemnities contained in this Part
6 shall not apply with respect to any act matter thing or consequence
caused by the negligence or default of the Lessor.
PART 7 - QUIET ENJOYMENT, ETC.
7.1 QUIET ENJOYMENT
The Lessee, paying the Rent hereby reserved and duly and punctually
observing and performing the convenants, obligations and provisions
in this Ground Lease and on the part of the Lessee to be observed and
performed shall and may peaceably possess and enjoy the Land for the
Term without any interruption or disturbance from the Lessor or any
other person or persons lawfully claiming by from or under the Lessor.
<Page>
7.2 EASEMENTS ETC.
The Lessor shall be entitled for the purpose of:
(a) the provision of public or private access to and egress from the
Land; or
(b) supporting structures hereafter to be erected on or from adjoining
lands; or
(c) the provision of services including water drainage, gas and
electricity supply, and telephone and electronic communication
services to grant easements or rights of support or enter into
any arrangement or agreement with any of the owners lessees
tenants or occupiers or others interested in any land adjacent
or near to the the Land or with any public authority as the Lessor
thinks fit and it may likewise for such aforesaid purposes
dedicate, transfer, grant or create any land easement or
privilege in favour of such parties or in favour of any such
adjoining or neighbouring (and or any public authority over or
affecting the Property or the Land or any improvements for the
time being erected thereon and this Ground Lease shall be deemed
to be subject to any such agreement, arrangement, right,
easement or privilege provided that the Lessor does not
materially deprive the Lessee of quiet enjoyment of the Land.
PART 8 - REMOVAL OF IMPROVEMENTS AND FIXTURES, HOLDING OVER
8.1 IMPROVEMENTS
Notwithstanding any rule of law or equity to the contrary including,
without limiting the generality of the foregoing, any improvements
erected upon the Land or any part thereof in the Building, as the
case may be, upon affixation to the Land (notwithstanding that the
Lessee may have expended moneys in or towards their construction and
installation) shall be and shall be deemed to have always been the
property of the Lessor and (subject as herein provided) shall not be
removed by the Lessee. The Lessee shall not be entitled to receive
from the Lessor any compensation in respect of any improvements so
constructed on or within the Land or any part thereof provided that
the Lessor does not materially deprive the Lessee of quiet enjoyment
of the Land.
8.2 REMOVAL OF IMPROVEMENTS AND FIXTURES
The Lessee within one month after the expiration or sooner
determination of the Term shall, if required by the Lessor, demolish,
pull down and take, remove and carry away or cause to be taken,
removed and carried away from the Land all improvements erected by
the Lessee thereon and all property of the Lessee brought upon the
Property by the Lessee and the Lessee shall be responsible for any
damage to the Land caused in the course of such removal and shall be
required to make good any damage thereto and shall in all respects at
its costs reinstate the Land as nearly as possible to the condition
it was in prior to the erection by the Lessee of any improvements on
the Land.
8.3 HOLDING OVER
In the event of the Lessee holding over after the expiration or
sooner determination of the Term with the consent of the Lessor the
Lessee shall become a monthly tenant only of the Lessor at a monthly
rental equivalent to one twelfth of the Rent payable at the
expiration or sooner determination of the Term and otherwise on the
same terms and conditions as those herein contained, so far as
applicable. Either the Lessor or the Lessee shall be entitled to
terminate any such monthly tenancy at any time upon giving 30 days'
notice in writing to the other.
<Page>
PART 9 - DEFAULT, TERMINATION, ETC.
9.1 EVENTS OF DEFAULT
if:
(a) the Rent hereby reserved or any part thereof shall be unpaid
for a period of 10 days after the day on which the same ought
to have been paid in accordance with the covenant for payment
of Rent herein contained (although no formal or legal demand
shall have been made therefor); or
(b) the Lessee being a corporation, an order is made or a
resolution is effectively passed for the winding up of the
Lessee other than for the purposes of amalgamation or
reconstruction; or
(c) the Lessee fails duly and punctually to perform or observe
any one or more of the covenants, conditions, agreements or
provisions on the part of the Lessee expressed or implied in
this Ground Lease (unless the non-performance or
non-observance has been waived or excused by the Lessor in
writing); or
(d) any event occurs entitling the holder or proprietor of any
charge over the whole or any part of the assets and
undertaking of the Lessee to require immediate repayment of
moneys thereby secured; or
(e) the Lessee being a corporation, if any person or persons who
between then beneficially hold or control at the date of this
Ground Lease more than fifty per centum (50%) of the voting,
income or capital participation rights therein subsequently
ceases to hold or control more than fifty per centum (50%)
of such rights without the prior written consent of the Lessor.
THEN it shall be lawful for the Lessor or any person on its behalf at
any time thereafter to re-enter upon the Property or any part thereof
in the name of the whole and thereby determine this Ground Lease but
without relieving the Lessee from liability for any breach or
non-observance of any such covenant or provision and without limiting
the foregoing to exercise at any time as aforesaid all and every
power of re-entry conferred by statute without prejudice to any right
of action or remedy of the Lessor in respect of any antecedent breach
of any of the covenants by the Lessee hereinbefore contained in
addition to any right or power or proviso for re-entry by the Lessor
implied in this Ground Lease and any such implied right power or
proviso shall not derogate from the foregoing power or proviso and
this provision shall operate and be deemed to apply under or subject
to the provisions of any statute from time to time in force PROVIDED
THAT such right of re-entry for the breach of any covenant or
condition herein contained either to pay money payable hereunder
other than rent or to which section 146 of the Property Law Act 1958
extends shall not be exercised unless and until the expiration of 14
days after the Lessor has served on the Lessee a notice required to
be served on the Lessee by Sub-section (1) of said section 146
specifying the particular breach, requiring the Lessee to remedy the
breach and where the Lessor has suffered loss, requiring the Lessee
to make compensation in money for the breach.
9.2 LESSOR MAY REMEDY LESSEE'S DEFAULTS
If the Lessee omits or neglects to pay any money or to do or effect
anything which the Lessee has herein covenanted to pay do or effect
then on each and every such occasion it shall be lawful for but not
obligatory upon the Lessor and without prejudice to any rights or
powers arising from such default to pay such money or to do or effect
such thing by itself as if it were the Lessee and for that purpose
the Lessor may enter upon the Property and there remain for the
purpose of doing or effecting such thing and without prejudice to the
rights powers and remedies of the Lessor otherwise under this Ground
Lease the Lessee will pay to the Lessor
<Page>
interest at the rate being 2% above the rate from time to time
charged by the Lessor's bank on overdrafts exceeding $100,000 on any
moneys due by the Lessee to the Lessor on any account whatsoever
pursuant to this Ground Lease but unpaid for 14 days such interest to
be computed from the due date in respect of which the for the payment
of the moneys in interest chargeable until payment of such moneys in
full and is to be recoverable in like manner as rent in arrears.
9.3 ESSENTIAL TERMS
(a) The covenants by the Lessee specified in Clauses 2.1, 2.2,
2.3, 2.4, 3.2, 3.3, 3.4, 3.5, 4.1, 5.1, 8.2, 10.5 and 10.8
are essential terms of this Ground Lease. The Lessee
covenants to compensate the Lessor in respect of any breach
of those covenants and the Lessor, in addition to any other
rights to which the Lessor is entitled, including the right
to terminate this Ground Lease, shall be entitled to recover
damages from the Lessee for the loss or damage suffered by or
resulting to the Lessor in respect of such breaches by the
Lessee.
(b) If the Lessee's conduct constitutes a repudiation of this
Ground Lease or constitutes a breach of any covenants by the
Lessee hereunder the Lessee covenants to compensate the
Lessor for the loss or damage suffered by or resulting to the
Lessor by reason of the repudiation or breach.
(c) The Lessor shall, without prejudice to any obligation it may
have in law to mitigate its damages, be entitled to recover
damages against the Lessee in respect of repudiation or
breach of covenant for the loss or damage suffered by or
resulting to the Lessor during the entire term of this Ground
Lease and the Lessor's entitlement shall not be affected or
limited by any actions of the Lessor or Lessee which result
in the vacating of the Property or the termination or
surrender of this Ground Lease.
9.4 YIELDING UP
The Lessee will at the expiration or sooner determination of this
Ground Lease peaceably surrender and yield up unto the Lessor the
Property clean and free from rubbish and in a state of repair order
and condition in all respects consistent with full compliance with
the obligations relating to repair order and condition set out in
Part 4 hereof and the requirements of Clauses 8.2 and 8.3.
PART 10 - GENERAL
10.1 NO WAIVER
No waiver by the Lessor of any breach of any covenant obligation or
provision in this ground Lease express or implied shall operate as a
waiver of another breach of the same or of any other covenant
obligation or provision in the Ground Lease express or implied.
10.2 EXCLUSION OF WARRANTIES
The Lessee acknowledges and declares that no promise representation
warranty or undertaking has been given by or on behalf of the Lessor
in respect of the suitability of the Land or the Property for any use
or purpose to be carried out thereon.
10.3 WHOLE AGREEMENT
The covenants and provisions contained in the ground Lease expressly
or by statutory implication cover and comprise the whole of the
agreement between the parties hereto and it is expressly agreed and
declared that no further or other covenants or provisions whether in
<Page>
respect of the Property or otherwise shall be deemed to be implied
herein or to arise between the parties hereto by way of collateral
or other agreement by reason of any promise representation warranty
or undertaking given or made by any party hereto to another or prior
to the execution hereof and the existence of any such implication or
collateral or other agreement is hereby negatived.
10.4 CONSENTS
In any case where pursuant to this Ground Lease the doing or execution
of any act matter or thing by the Lessee is dependent upon the consent
or approval of the Lessor such consent or approval may be given
conditionally or unconditionally or withheld by the Lessor in its
absolute uncontrolled discretion unless otherwise herein provided.
10.5 REIMBURSEMENT OF LESSOR'S EXPENSES
To the extent permissible at law the Lessee will forthwith upon
demand pay to the Lessor by way of additional rent an amount
equivalent to any moneys paid by the Lessor in respect of any
liability imposed on the Lessee under or by virtue of this Ground
Lease not withstanding that any statute, ordinance, proclamation,
order, regulation or moratorium present or future directly or
indirectly imposes such liability upon the Lessor.
10.6 COSTS
Each party will pay its own costs in relation to the negotiation
preparation and execution of this Ground Lease. The Lessee shall on
demand by the Lessor pay:
(a) all stamp duty in respect of this Ground Lease;
(b) All duties, reasonable fees, charges, assessments and expenses of
or incidental to any application for the consent of the lessor
and of or incidental to any and every breach or default by the
Lessee hereunder and of or incidental to the exercise or attempted
exercise of any right, power, privilege, authority or remedy of
the Lessor under or by virtue of this Ground Lease and the fees
of all professional consultants incurred by the Lessor in
consequence of or in connection with breach or default by the
Lessee hereunder; and
(c) all expenses incurred by the Lessor in any entry inspection
examination consultation or the like which discloses a breach by
the Lessee of any covenant of this Ground Lease.
10.7 SERVICE OF NOTICES
All approvals and all consents elections or other notices required
or necessary to be made or given hereunder shall be in writing and
may be given to or served upon the party being served by being left
at the address of the party mentioned herein or such other place of
business as may be notified in writing to the other parties from
time to time or by telex to the telex number and any such consent
election or other notice may be signed by the party concerned under
its common seal or on its behalf by a secretary or other duly
authorised officer in that behalf for the time being of such party.
In the case of a telex it shall be deemed to be duly serviced if
the person sending the telex shall receive the answer-back of the
party to whom the telex is sent upon completion of transmission of
the telex.
10.8 NO MERGER
No act matter or thing done under or by virtue of or in connection
with this Ground Lease or any other agreement between the parties
hereto shall operate as a merger of any of the rights
<Page>
and remedies of the parties in or under this Ground Lease or in or
under any such other agreement all of which shall continue in full
force and effect.
10.9 LESSEE TO PAY FOR WORK
Whenever the Lessee is obliged or required hereunder to do or effect
any act, matter or thing then the doing of such act matter or thing
shall, unless this Ground Lease otherwise provides be at the sole risk
and expense of the Lessee.
10.10 NO MORATORIUM
Unless application is mandatory by law no statute ordinance proclamation
order regulation or moratorium present or future shall apply to this
Ground Lease so as to abrogate, extinguish, impair, diminish, fetter,
delay or otherwise prejudicially affect any rights powers remedies or
discretions given or accruing to the Lessor.
PART 11 - OPTION OF RENEWAL
If the Lessee shall desire to take a renewed lease of the Property for
a further term set out in Item 8 of the First Schedule from the date
of expiration of this Ground Lease and shall give to the Lessor not
more than 9 months' nor less than 3 months' previous notice in writing
of such desire and provided the Lessee is not then in default under
the provisions of this Ground Lease whether expressed or implied the
Lessor at the cost of the Lessee will grant to the Lessee a renewal of
this Ground Lease for such further term subject to the same terms and
conditions contained in this Ground Lease except that the number of
option terms in Item 8 of the First Schedule will be reduced by one
and except for this Clause in respect of the Ground Lease for the last
of the terms of renewal PROVIDED THAT the Rent shall be determined in
the manner provided in the Second Schedule.
PART 12 - RIGHT TO LEASE ADJOINING LAND
12.1 The Lessor will not be entitled to lease the Adjoining Land to any
person other than the Lessee without first having offered ("the
Offer") to lease it to the Lessee. The Offer will be in writing and
will contain all of the covenants, terms and conditions of the
proposed lease. The Offer will remain open for acceptance by the Lessee
in writing for a period of one month commencing on the date of the
Offer. Failing acceptance of the Offer by the Lessee within that
period, the Lessor will at any time thereafter be entitled to lease
the Adjoining Land to any other person subject to covenants, terms and
conditions no more favourable to such other person than those
contained in the Offer.
PART 13 - RIGHT OF FIRST REFUSAL AS TO PURCHASE
13.1 If at any time during the Term the Lessor shall be desirous of selling
the Property the Lessee (if the Lessee is not then in default under
the provisions of this Ground Lease whether express or implied) shall
have the right to purchase the Property upon the following conditions:
(a) The Lessor shall deliver to the Lessee the form of contract for
sale of the Property duly signed by the Lessor containing the
terms and conditions upon which the Property is offered to the
Lessee for sale ("the Offer").
(b) The Lessee, if it desires to accept the Offer, shall within seven
(7) days after the receipt of the Offer cause to be delivered to
the Lessor the said form of contract duly executed by the Lessee
together with the deposit or any other moneys required by the
terms thereof to be paid upon the execution thereof and thereupon
such contract shall be deemed to have been entered into by the
parties.
<Page>
(d) If the Lessee shall not within the said period of seven (7) days
accept the Offer (as to which time shall be of the essence) or if
the Lessee shall at any time within the said period of seven (7)
days signify its irrevocable intention not to accept the Offer
then the Lessor shall be at liberty to sell the Property to any
other person upon terms and conditions not more favourable to the
proposed purchaser than those contained in the Offer.
PART 14 - SECURITY DEPOSIT
14.1 The Lessee must pay a security deposit to the Lessor of the amount of
$23635.00 and must maintain the deposit at that amount.
14.2 The Lessor may use the deposit to make good the cost of remedying
breaches of the Lessee's obligations under this Lease.
14.3 After this Lease has ended and the Lessee has vacated the premises,
the Lessor must refund the unused part of the deposit within 14 days.
<Page>
THE FIRST SCHEDULE
1. LESSOR MONASH UNIVERSITY
2. LESSEE CHIRON TECHNOLOGIES PTY LTD
(ACN 006 996 792) of 11 Duerdin Street, Clayton
3. LAND That part of the land described in Certificate of
Title Volume 9974 Folio 753 outlined in red on the
Plan of Survey and situated on the corner of Martin
and Duerdin Streets
4. TERM Four (4) years and Two (2) months
5. COMMENCEMENT DATE 1 July 1998
6. USE Activities comprising the development of electronic
technology, biotechnology, or other scientific
disciplines for application to commerce, industry,
government or rural pursuits and may include office
promotion, display, laboratory, manufacturing areas,
administration, conference, assembly or required for
such activities
7. REVIEW PERIOD Three (3) Months
8. OPTION TERMS Four (4) successive terms of Seven (7) years each
9. RENT $94,540.00 per annum
10. ADJOINING LAND That part of the land contained in Certificate of
Title Volume 9974 Folio 753 outlined blue on the Plan
of Survey
<Page>
THE SECOND SCHEDULE
RENT
The rent payable by the Lessee to the Lessor pursuant to this Ground
Lease shall be calculated and paid in the manner following:-
1. INITIAL RENT
The Lessee will with effect from 15th February, 1989 and during the
remainder of the Term pay to the Lessor without demand from the Lessor
and without any deduction whatsoever a rent (hereinafter call "Rent") of
the amount specified in Item 10 of the First Schedule, such rent to be
paid in advance by regular and consecutive monthly payments on or before
the first day of each month in each year during the Term (except the
first and last payments which if necessary will be proportionate),
commencing with effect from 15th February, 1989 and subject to review as
hereinafter provided.
2. TIME FOR RENT REVIEW
During the Term the Rent shall be reviewed on the basis that the Lessor
shall be entitled by serving upon the Lessee notice in writing to that
effect during a Review Period specified in Item 7 of the First Schedule
to require the Rent payable hereunder to be reviewed and, subject to
paragraph 5 of this Schedule, as and from the end of that Review Period
the reviewed rent, calculated and determined in accordance with the
provisions of paragraph 3 of this Schedule, shall be the Rent hereby
reserved. "Review Period" means each period as specified in Item 7 of the
First Schedule immediately preceding the expiration of each period of
three (3) years commencing on the date of commencement of the Term or
where this Ground Lease has been granted pursuant to an option contained
in a previous lease, commencing the day immediately following the
expiration of the last Review Period under such previous lease.
3. DETERMINATION OF REVIEWED RENT
The reviewed rent shall be such amount as may be agreed upon between the
parties, or, failing agreement within two (2) months of the date of
service of such notice aforesaid, shall be the greater of:-
(a) The Rent payable for the 12 months immediately prior to the expiry
of the relevant Review Period; and
(b) an amount equal to the current market value of the Land multiplied
by the current market capitalisation rate (expressed as a percentage
per annum) having regard to the best use to which the Land could be
put.
4. VALUATION
The question of the market value of the Land and the Market
capitalisation rate referred to in paragraph 3 of this Schedule shall be
referred for the decision of a qualified valuer to be agreed upon by the
Lessor and the Lessee or (in the event of failure so to agree) of a
qualified valuer selected by the Lessee from a panel nominated by the
Lessor of 3 qualified valuers carrying on practice in Victoria or if no
valuer is selected by the Lessee within 14 days after the panel has been
nominated by the Lessor or if no such valuer can be obtained who is
willing to carry out the said valuation a qualified valuer nominated by
the President or other principal officer for the time being of the
Australian Institute of Valuers (or should such Institute then have
ceased to exist of such body or association as then serves substantially
the same objects as such institute), provided that the Lessor and the
Lessee may each refuse one such
<Page>
nomination by notifying the other of them in writing within 3 days of
being advised of the nomination and in that event the parties will
procure a further nomination, and the qualified valuer shall act as an
expert and not as an arbitrator and the decision of such qualified valuer
shall accordingly be final and binding on the parties to this Ground
Lease. The Lessor and the Lessee will share equally the costs of
obtaining the valuations pursuant to this Clause. Any valuer nominated
pursuant hereto must be a qualified valuer carrying on practice in
Victoria having not less then 5 years experience. In assessing the
current market value of the Land the valuer shall disregard the Building
and any other improvements on the Land to the extend that the Lessee has
borne the cost thereof.
5. PROVISION FOR ADJUSTMENT
Should the amount of the reviewed rent as aforesaid not be ascertained
before the end of the relevant Review Period the Lessee shall pending
ascertainment thereof pay Rent at the rate payable immediately prior to
the end of the relevant Review Period together with 80% of the increase
sought by the Lessor pursuant to the provisions of paragraph 2 of this
Schedule and upon the reviewed rent being ascertained any necessary
adjustment of rent calculated from the expiration of the relevant Review
Period shall be paid forthwith by the Lessee to the Lessor.
6. DEFERMENT OF REVIEW
If the Lessor shall fail to exercise its right to require the Rent
payable hereunder to be reviewed within a Review Period then such right
may be exercised at any time prior to the next Review Period and in
every such case the provisions of this sub-clause shall be interpreted in
all respects as if the end of the relevant Review Period had fallen on
the date of the notice from the Lessor to the Lessee under paragraph 2
hereof (as modified by this paragraph 6). No succeeding Review Period
shall be postponed by reason of the operation of this sub-clause in
relation to any preceding Review Period.
<Page>
IN WITNESS whereof the parties have executed this Ground Lease on the date
first appearing
THE COMMON SEAL of MONASH )
UNIVERSITY was hereunto affixed on the 13 )
day of April 1999 by the direction )
of the Vice Chancellor in the presence of: )
/S/ Vice Chancellor
- -----------------------------
/S/ General Manager
- -----------------------------
THE COMMON SEAL of CHIRON ) [CHIRON TECHNOLOGIES PTY. LTD.
TECHNOLOGIES PTY LTD (ACN 006 996 792 ) A.C.N. 006 996 792
was hereunto affixed in accordance with its ) COMMON SEAL]
Articles of Association in the presence of: )
/S/ Ian Ray
- -----------------------------
Ian Ray
- -----------------------------