20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

Commission file number 001-35428

Prima BioMed Ltd

(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

Australia

(Jurisdiction of incorporation or organization)

Level 7, 151 Macquarie Street, Sydney 2000, New South Wales, Australia

(Address of principal executive offices)

Marc Voigt, Chief Executive Officer

Level 7, 151 Macquarie Street, Sydney, 2000 New South Wales, Australia

Phone +61 (0)2 9276 1224 Fax: +61 (0)2 9276 1284

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Ordinary Shares	NASDAQ Global Market (for listing purposes only)
American Depositary Shares, each representing 30 Ordinary Shares	NASDAQ Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

The number of ordinary shares outstanding as of June 30, 2015 was 1,751,494,601.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    ¨  Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

TABLE OF CONTENTS

		PAGE
INTRODUCTION			1
PART I			1
Item 1	Identity of Directors, Senior Management and Advisers		1
Item 2	Offer Statistics and Expected Timetable		1
Item 3	Key Information		1
	A. Selected Financial Data		1
	B. Capitalization and Indebtedness		3
	C. Reasons for the Offer and Use of Proceeds		3
	D. Risk Factors		3
Item 4.	Information on the Company		20
	A. History and Development of the Company		20
	B. Business Overview		23
	C. Organizational Structure		34
	D. Property, Plants and Equipment		34
Item 4A.	Unresolved Staff Comments		34
Item 5.	Operating and Financial Review and Prospects		35
	A. Operating Results		35
	B. Liquidity and Capital Resources		40
	C. Research and Development, Patents and Licenses		42
	D. Trend Information		42
	E. Off-Balance Sheet Arrangements		42
	F. Tabular Disclosure of Contractual Obligations		42
Item 6.	Directors, Senior Management and Employees		43
	A. Directors and Senior Management		43
	B. Compensation		45
	C. Board Practices		52
	D. Employees		55
	E. Share Ownership		55
Item 7.	Major Shareholders and Related Party Transactions		56
	A. Major Shareholders		56
	B. Related Party Transactions		56
	C. Interests of Experts and Counsel		57
Item 8.	Financial Information		57
	A. Consolidated Statements and Other Financial Information		57
	B. Significant Changes		57
Item 9.	The Offer and Listing		57
	A. Offer and Listing Details		57
	B. Plan of Distribution		58
	C. Markets		58
	D. Selling Shareholders		58
	E. Dilution		58
	F. Expenses of the Issue		58
Item 10.	Additional Information		58
	A. Share Capital		58
	B. Memorandum and Articles of Association		59

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		PAGE
	C. Material Contracts		60
	D. Exchange Controls		60
	E. Taxation		61
	F. Dividends and Paying Agents		66
	G. Statement by Experts		66
	H. Documents on Display		66
	I. Subsidiary Information		67
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		67
Item 12.	Description of Securities Other than Equity Securities		67
	A. Debt Securities		67
	B. Warrants and Rights		67
	C. Other Securities		67
	D. American Depositary Shares		68
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		69
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		69
Item 15.	Controls and Procedures		69
Item 15T.	Controls and Procedures		69
Item 16.	Reserved		69
Item 16A.	Audit Committee Financial Expert		69
Item 16B.	Code of Ethics		69
Item 16C.	Principal Accountant Fees and Services		70
Item 16D.	Exemptions from the Listing Standards for Audit Committees		70
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		71
Item 16F.	Change in Registrant’s Certifying Accountant		71
Item 16G.	Corporate Governance		71
Item 16H.	Mine Safety Disclosure		71
PART III
Item 17.	Financial Statements		71
Item 18.	Financial Statements		71
Item 19.	Exhibits

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INTRODUCTION

Prima BioMed Ltd was incorporated under the laws of the Commonwealth of Australia on May 21, 1987. The principal listing of our ordinary shares and listed options to purchase our ordinary shares is the Australian Securities Exchange, or ASX. We filed a registration statement on Form 20-F with the U.S. Securities Exchange Commission that was declared effective on April 12, 2012 and our American Depositary Shares, or ADSs, were listed on the NASDAQ Global Market, or NASDAQ, under the symbol “PBMD” on April 16, 2012. The Bank of New York Mellon acts as our depositary, and registers and delivers our ADSs, each of which represents 30 of our ordinary shares. As used in this Annual Report on Form 20-F, the terms “we,” “us,” “our,” “Prima BioMed,” “Prima” and the “Company” mean Prima BioMed Ltd and its subsidiaries, unless otherwise indicated.

FINANCIAL AND OTHER INFORMATION

Our consolidated financial statements appearing in this Annual Report on Form 20-F are prepared in Australian dollars and in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our consolidated financial statements appearing in this Annual Report on Form 20-F comply with both the IFRS and Australian Accounting Standards. In this Annual Report, all references to “U.S. dollars” or “US$” are to the currency of the United States of America, all references to “euro”, “€” or “EUR” are to the currency of certain states of the European Union, and all references to “Australian dollars” or “A$” are to the currency of Australia.

Statements made in this Annual Report on Form 20-F concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this Annual Report or to any registration statement that we previously filed, you may read the document itself for a complete description of its terms.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this Annual Report on Form 20-F, the statements contained in this Annual Report on Form 20-F are “forward-looking statements” which reflect our current view with respect to future events and financial results. We urge you to consider that statements which use the terms “anticipate,” “believe,” “do not believe,” “expect,” “plan,” “intend,” “estimate,” and similar expressions are intended to identify forward-looking statements. We remind investors that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, our achievements or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof. Please see the Risk Factors section that appears in “Item 3. Key Information – D. Risk Factors.”

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

Our consolidated financial statements appearing in this Annual Report on Form 20-F comply with both the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, and Australian equivalents to IFRS, as issued by the Australian Accounting Standards Board (“AASB”).

The following selected consolidated financial data as of June 30, 2015 and 2014 and for the fiscal years ended June 30, 2015, 2014 and 2013 have been derived from our audited consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 20-F. The selected consolidated financial data as of June 30, 2013,2012, and 2011 and for the fiscal years ended June 30, 2013, 2012 and 2011 have been derived from our audited consolidated financial statements and notes thereto which are not included in this Annual Report on Form 20-F. This data should be read together with, and is qualified in its entirety by reference to, “Item 5. Operating and Financial Review and Prospects” as well as our consolidated financial statements and notes thereto appearing in “Item 18. Financial Statements” of this Annual Report on Form 20-F.

The selected financial data are presented in Australian dollars (A$) (except as otherwise noted).

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Consolidated Statement of Operations Data:

	Year Ended June 30,
	2015			2014			2013			2012			2011
	(in A$, except share amounts)
Other income		2,092,867			3,140,066			4,005,394			4,202,567			1,066,196
Depreciation & amortization		(1,341,202	)		(446,360	)		(254,024	)		(377,299	)		(64,287	)
Research & development and intellectual property		(8,952,447	)		(11,930,857	)		(14,005,259	)		(15,118,816	)		(9,531,163	)
Corporate administrative expenses		(5,723,106	)		(4,092,623	)		(4,851,195	)		(5,977,619	)		(5,600,988	)
Loss on foreign exchange		—			—			—			(1,181,049	)		—
Finance costs		(18,364,804	)		—			—			—			(6,395,818	)
Impairment of assets		—			—			—			—			(555,107	)
Changes in fair value of derivative financial instruments		—			—			(33,714	)		(1,488,744	)		—
Net loss on financial liabilities at fair value through profit or loss		—			—			—			—			—
Loss on disposal of assets		(5,160	)		—			—			—			—
Income tax expense		142,156			(13,607	)		(86,873	)		—			—
Net loss		(32,151,696	)		(13,343,381	)		(15,225,671	)		(19,940,960	)		(21,081,167	)
Loss per share – basic and diluted		(0.0202	)		(0.0093	)		(0.0142	)		(0.0192	)		(0.0374	)
Weighted average number of ordinary shares outstanding – basic and diluted		1,591,116,220			1,439,768,245			1,075,381,168			1,037,618,752			563,696,560

Consolidated Balance Sheet Data:

	As of June 30,
	2015		2014		2013		2012		2011
	(in A$)
Cash and cash equivalents		6,759,615		14,200,042		22,023,143		16,991,716		45,918,552
Working capital		3,643,408		21,912,972		28,248,167		36,458,512		54,525,711
Total assets		30,983,445		25,377,955		32,814,298		41,612,671		57,640,661
Long-term debt		—		—		—		—		—
Total shareholders’ equity		24,689,743		22,592,320		29,248,418		37,157,871		55,099,130
Contributed equity		179,878,436		149,014,372		142,326,977		136,712,525		134,895,001

Exchange Rate Information:

The following tables set forth, for the periods and dates indicated, certain information regarding the rates of exchange of A$1.00 into US$ based on the historical daily exchange rates of the Australian dollar by the Reserve Bank of Australia (RBA).

Exchange rate as of September 30, 2015: A$1.00 is US$0.7010

Year Ended June 30,	At Period End		Average Rate		High		Low
	US$		US$		US$		US$
2011		1.0670		0.9870		1.0958		0.8323
2012		1.0191		1.0319		1.1055		0.9500
2013		0.9275		1.0271		1.0593		0.9202
2014		0.9420		0.9187		0.9672		0.8716
2015		0.7680		0.8382		0.9458		0.7114

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Month	High		Low
	US$		US$
April 2015		0.7993		0.7590
May 2015		0.8122		0.7663
June 2015		0.7799		0.7649
July 2015		0.7713		0.7289
August 2015		0.7397		0.7114
September 2015		0.7209		0.6924
October 2015 (through October 26, 2015)		0.7332		0.7038

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The following risks relate specifically to our business and should be considered carefully. Our business, financial condition and results of operations could be harmed by any of the following risks. As a result, the trading price of our ordinary shares and our American Depositary Shares, or ADSs, could decline and the holders could lose part or all of their investment.

Risks Related to Our Business

We have a history of operating losses and may not achieve or maintain profitability in the future.

We are at an early stage in the development of pharmaceutical products and its success is therefore uncertain. At this point we do not have any substantial products that generate significant revenue. For the years ended June 30, 2014 and 2015, we had a net loss of approximately $13.3 million and $32.2 million, respectively. The significant increase in net loss for the year ended June 30, 2015 was primarily attributable to finance costs of $18.4 million incurred in our procurement of funding from the Bergen Global Opportunity Fund, LP for our acquisition of Immutep SA, a French privately owned and venture capital backed company. In addition, since the year ended June 30, 2013, our total other income has continued to decrease. For the year ended June 30, 2013, total other income was approximately $4.0 million. For the year ended June 30, 2014, total other income was approximately $3.1 million, with such decrease being primarily attributable to fluctuations in foreign exchange rates. For the year ended June 30, 2015, total other income was approximately $2.1 million, with such decrease being primarily attributable to a decrease in grant income. Other income comprises license income, grants received, foreign exchange gains and interest income.

We will continue to incur losses from operations and expects the costs of drug development to increase in the future as more patients are recruited to the planned trials. In particular, we will continue to incur significant losses in carrying out clinical trials of IMP321 necessary for regulatory approval and ongoing research in terms of immunotherapy product candidates. Because of the numerous risks and uncertainties associated with the development, manufacturing, sales and marketing of therapeutic products, we may experience larger than expected future losses and may never become profitable.

There is a substantial risk that we or our development partners may not be able to complete the development of our current product candidates or develop other pharmaceutical products. It is possible that none of them will be successfully commercialised, which would prevent us from ever achieving profitability.

While the decision to consolidate the CVac clinical trial program and to cease the patient recruitment has led to a significant decrease of costs, the clinical trial program of IMP321 will generate new expenses, especially once clinical trials have been started. There can also be no guarantee that CVac will successfully be partnered or ever generate future revenues or that the cell therapy related logistics and manufacturing platform will be successfully commercialised.

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We have no medicinal products approved for commercial sale and no source of material revenue.

Currently, we have no products approved for commercial sale and to date have not generated material revenue from product sales. We are largely dependent on the success of our product candidates, especially the LAG-3 related ones.

The LAG 3 product candidates were acquired by us through the acquisition of the French privately owned and venture capital backed company Immutep SA, a biopharmaceutical company in the rapidly growing field of Immuno-Oncology, in December 2014. This acquisition significantly expanded Prima’s clinical development product portfolio to other categories of immunotherapies. It has also provided Prima with partnerships with several of the world’s largest pharmaceutical companies.

Immutep has three products candidates in development. They are based on a specific target called lymphocyte activation gene 3 or LAG-3, which is involved in the regulation of T cells in immune responses. Two of those products are fully partnered with Novartis and GSK. Their most advanced product candidate, IMP321, will be developed by the Prima group for commercialisation in the world’s major markets.

IMP321 is a recombinant protein that could be used in conjunction with chemotherapy to amplify a patient’s immune response. The development and manufacturing of IMP321 is being conducted in conjunction with Eddingpharm, which has licenced the rights for IMP321 for China and Taiwan.

Immutep’s other products include IMP701, an antagonist antibody that acts to stimulate T cell proliferation in cancer patients, licensed to CoStim (Novartis) and IMP731, a depleting antibody that removes T cells involved in autoimmunity, licensed to GSK.

In addition to these products Immutep also has a dedicated R&D laboratory outside Paris with other research candidates in development. Immutep also currently generates modest revenues from sales of LAG-3 research reagents.

After having expended significant efforts in the development of CVac, we have recently prioritized our efforts to develop the IMP321 compound. There can be no assurance that our ability to develop either product candidate, or any other product candidate, will be successful or our ability to obtain the necessary regulatory approvals with respect to any of the foregoing will be successful.

We anticipate that as the clinical trials for IMP321 progress and associated costs increase, we will require additional funds to achieve our long-term goals of commercialisation and further development of IMP321 and other product candidates. In addition, we will require funds to pursue regulatory applications, defend intellectual property rights, increase manufacturing capacity, develop marketing and sales capability and fund operating expenses. We intend to seek such additional funding through public or private financings and/or through licensing of our assets or other arrangements with corporate partners. However, such financing, licensing opportunities or other arrangements may not be available from any sources on acceptable terms, or at all. Any shortfall in funding could result in us having to curtail or cease our operations including research and development activities, thereby harming our business, financial condition and results of operations.

Our ability to generate product revenue depends on a number of factors, including our ability to:

• successfully complete clinical development of, and receive regulatory approval for, our product candidates;

• set an acceptable price for our products, if approved, and obtain adequate coverage and reimbursement from third-party payors;

• obtain commercial quantities of our products, if approved, at acceptable cost levels; and

• successfully market and sell our products, if approved.

In addition, because of the numerous risks and uncertainties associated with product candidate development, we are unable to predict the timing or amount of increased expenses, or when, or if, we will be able to achieve or maintain profitability. Our expenses could increase beyond current expectations if the applicable regulatory authorities require further studies in addition to those currently anticipated and even if our product candidates are approved for commercial sale, we anticipate incurring significant costs associated with the commercial launch of such products and there can be no guarantee that we will ever generate significant revenues.

We may require additional financing and may be unable to raise sufficient capital, which could have a material impact on our research and development programs or commercialisation of our products or product candidates.

We have historically devoted most of our financial resources to research and development, including pre-clinical and clinical development activities. To date, we have financed a significant amount of our operations through public and private financings. The amount of our future net losses will depend, in part, on the rate of our future expenditures and our ability to obtain funding through equity or debt financings or strategic collaborations. The amount of such future net losses, as well as the possibility of future profitability, will also depend on our success in developing and commercialising products that generate significant revenue. Our failure to become and remain profitable would depress the value of our ordinary shares or ADSs and could impair our ability to raise capital, expand our business, maintain our research and development efforts, diversify our product offerings or even continue our operations.

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We anticipate that our expenses will increase substantially for the foreseeable future if, and as, we:

• continue our research and preclinical and clinical development of our product candidates;

• expand the scope of our current proposed clinical studies for our product candidates;

• initiate additional preclinical, clinical or other studies for our product candidates;

• change or add additional manufacturers or suppliers;

• seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

• seek to identify and validate additional product candidates;

• acquire or in-licences other product candidates and technologies;

• maintain, protect and expand our intellectual property portfolio;

• attract and retain skilled personnel;

• create additional infrastructure to support our operations as a publicly quoted company and our product development and planned future commercialisation efforts;

• add an internal sales force; and

• experience any delays or encounters issues with any of the above.

Until our products become commercially available, we will need to obtain additional funding in connection with the further development of our products and product candidates. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. As such, additional financing may not be available to us when needed, on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialisation efforts or obtain funds by entering agreements on unattractive terms. Our resource allocation decisions and the elimination of development programs may result in the failure to capitalise on profitable market opportunities. Furthermore, any additional equity fundraising in the capital markets may be dilutive for stockholders and any debt-based funding may bind us to restrictive covenants and curb our operating activities and ability to pay potential future dividends even when profitable. We cannot guarantee that future financing will be available in sufficient amounts or on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, we will be prevented from pursuing research and development efforts. This could harm our business, operating results and financial condition and cause the price of our common stock to fall.

If we are unable to secure sufficient capital to fund our operations, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to third parties to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves. For example, additional strategic collaborations could require us to share commercial rights to our product candidates with third parties in ways that we do not intend currently or on terms that may not be favourable to us. Moreover, we may also have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.

We may not be able to achieve the benefits we expected at the time of the Immutep acquisition. Any failure to implement our business strategy with respect to the Immutep acquisition could negatively impact our business, financial condition and results of operations.

We completed our acquisition of Immutep, in December 2014 for consideration of up to US$28m in cash and stock. We have partially completed the integration of Immutep’s business into our own. We have not yet achieved, and may never achieve, the full benefit of the clinical development expectations, product portfolio enhancements or revenue generations we expected at the time of the acquisition. In addition, even if we achieve the expected benefits, we may be unable to achieve them within the anticipated time frame. Also, there may be unexpected costs incurred in integrating Immutep, increases in other expenses, or problems in the business unrelated to the Immutep acquisition that have a negative effect on our business. If the integration is not successful, or if we fail to implement our business strategy with respect to the acquisition, we may be unable to achieve expected results and our business, financial condition and results of operations may be materially and adversely affected.

Specific risks associated with the remaining integration include the following:

• the potential loss of licensors, licensees, other business partners or independent contractors;

• failure to effectively continue the clinical trials or integrate Immutep’s product portfolio with ours;

• failure to effectively consolidate functional areas, which may be impeded by inconsistencies in, or conflicts between, standards, controls, procedures, policies, business cultures and compensation structures;

• potential future impairment charges, write-offs, write-downs or restructuring charges that could adversely affect our results of operations;

5

• significant deficiencies or material weaknesses in internal controls over financial reporting;

• exposure to unknown liabilities or other obligations of Immutep, which may include matters relating to employment, labor and employee benefits, litigation, accident claims and environmental issues, and which may affect our ability to comply with applicable laws;

• the coordination of resources across broad geographical areas; and

• the challenges of moving toward a single brand and market identity.

We may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company, either of which could have a materially adverse effect on our business.

Immutep was our only significant acquisition in the recent history of Prima. Identifying strategic acquisitions is part of our business plan and may become an increasingly important part of our growth. There is, however, no assurance that we will be successful in identifying, negotiating, or consummating any future acquisitions. If we fail to make any future acquisitions, our growth rate could be materially and adversely affected. Any additional acquisitions we undertake could involve the dilutive issuance of equity securities, incurring indebtedness and/or incurring large one-time expenses. In addition, acquisitions involve numerous risks, including difficulties in assimilating the acquired company’s operations, the diversion of our management’s attention from other business concerns, risks of entering into markets in which we have had no or only limited direct experience, and the potential loss of customers, key employees and drivers of the acquired company, all of which could have a materially adverse effect on our business and operating results. If we make acquisitions in the future, we cannot guarantee that we will be able to successfully integrate the acquired companies or assets into our business, which would have a materially adverse effect on our business, financial condition, and results of operations.

Ongoing and future clinical trials of product candidates may not show sufficient safety or efficacy to obtain requisite regulatory approvals for commercial sale.

Phase I and Phase II clinical trials are not primarily designed to test the efficacy of a product candidate but rather to test safety and to understand the product candidate’s side effects at various doses and schedules. Furthermore, success in preclinical and early clinical trials does not ensure that later large-scale trials will be successful nor does it predict final results. Acceptable results in early trials may not be repeated in later trials. Further, Phase III clinical trials may not show sufficient safety or efficacy to obtain regulatory approval for marketing. In addition, clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. Negative or inconclusive results or adverse medical events during a clinical trial could require that the clinical trial be redone or terminated. The length of time necessary to complete clinical trials and to submit an application for marketing approval by applicable regulatory authorities may also vary significantly based on the type, complexity and novelty of the product candidate involved, as well as other factors. If we suffer any significant delays, setbacks or negative results in, or termination of, our clinical trials, it may be unable to continue the development of our products or product candidates or generate revenue and our business may be severely harmed.

If we do not obtain the necessary regulatory approvals we will be unable to commercialise our products.

The clinical development, manufacturing, sales and marketing of our products are subject to extensive regulation by regulatory authorities in the United States, the United Kingdom, the European Union, Australia and elsewhere. Despite the substantial time and expense invested in preparation and submission of a Biologic License Application or equivalents in other jurisdictions, regulatory approval is never guaranteed. The number, size and design of preclinical studies and clinical trials that will be required will vary depending on the product, the disease or condition for which the product is intended to be used and the regulations and guidance documents applicable to any particular product. The FDA or other regulators can delay, limit or deny approval of a product for many reasons, including, but not limited to, the fact that regulators may not approve our or a third-party manufacturer’s processes or facilities or that new laws may be enacted or regulators may change their approval policies or adopt new regulations requiring new or different evidence of safety and efficacy for the intended use of a product.

IMP321 will undergo clinical trials; however, successful results in the trials and in the subsequent application for marketing approval are not guaranteed. Currently it is planned that the clinical development of CVac will only continue provided that a partnering transaction can be secured. Without additional clinical trials CVac and any other product in the current portfolio cannot obtain a regulatory approval. If we are unable to obtain regulatory approvals, we will not be able to generate revenue from this product. Even if we receive regulatory approval for any product candidate, our profitability will depend on our ability to generate revenues from the sale of those product candidates or the licensing of our technology.

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Even if our product candidates receive regulatory approval, it may still face development and regulatory difficulties that may delay or impair future sales of product candidates.

Even if we or our licensing partners receive regulatory approval to sell IMP321 or any other product candidate, the relevant regulatory authorities may, nevertheless, impose significant restrictions on the indicated uses, manufacturing, labelling, packaging, adverse event reporting, storage, advertising, promotion and record keeping or impose ongoing requirements for post-approval studies. In addition, regulatory agencies subject a marketed product, its manufacturer and the manufacturer’s facilities to continual review and periodic inspections. Previously unknown problems with the product candidate, including adverse events of unanticipated severity or frequency, may result in restrictions on the marketing of the product, and could include withdrawal of the product from the market. In addition, new statutory requirements may be enacted or additional regulations may be enacted that could prevent or delay regulatory approval of our products.

We have limited manufacturing experience with our product candidates.

We have no manufacturing capabilities and is dependent on third parties for the development of cost effective manufacture and manufacturing process for the company’s product candidates. Problems with third party manufacturers or the manufacturing process, or the scaling up of manufacturing activities as such may delay clinical trials and commercialization of our product candidates.

Biological product candidates like CVac, IMP731, IMP701 or IMP321 usually have more complicated manufacturing procedures than chemically produced therapies. The change of manufacturing partners, manufacturing process changes or changes of other nature could impact the product quality and affect the comparability of different product batches. A lack of comparability could significantly impact the development timelines and could even lead to a situation where regulatory bodies require additional or new pre-clinical or clinical development.

The clinical development of autologous dendritic cell cancer vaccines such as CVac is complex and more costly to produce than most other biologicals such as IMP321. Biologicals like IMP321 offer greater commercial potential based on cost of goods alone. Hence, we decided to focus our clinical trial resources internally on developing IMP 321 whilst seeking a partner to develop CVac. With our repositioning of the CVac program, the manufacturing uncertainties surrounding CVac will transfer to a new partner should one be secured. Successful approval of CVac by regulatory authorities and the manufacturing of CVac will therefore be beyond the control of Prima. Any revenues from sales of CVac will be dependent on the success of the collaboration partner. In principle the same applies to IMP731 and IMP701 or any other partnered product candidate.

To the extent we rely significantly on contractors, we will be exposed to risks related to the business and operational conditions of our contractors.

We are a small company, with few internal staff and limited facilities. We are and will be required to rely on a variety of contractors to manufacture and transport our products, to perform clinical testing and to prepare regulatory dossiers. Adverse events that affect one or more of our contractors could adversely affect us, such as:

• a contractor is unable to retain key staff that have been working on our product candidates;

• a contractor is unable to sustain operations due to financial or other business issues;

• a contractor loses their permits or licenses that may be required to manufacture our products or product candidates; or

• errors, negligence or misconduct that occur within a contractor may adversely affect our business.

We depend on, and will continue to depend on, collaboration and strategic alliances with third partners. To the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those collaborations and alliances.

An important element of our strategy for developing, manufacturing and commercialising our product candidates is entering into partnerships and strategic alliances with other pharmaceutical companies or other industry participants. For example, we currently have material collaborative arrangements with Eddingpharm for the development of IMP321 for China and Taiwan.

Any partnerships or alliance we have or may have in the future may be terminated for reasons beyond our control or we may not be able to negotiate future alliances on acceptable terms, if at all. These arrangements may result in us receiving less revenue than if it sold its products directly, may place the development, sales and marketing of its products outside of its control, may require it to relinquish important rights or may otherwise be on unfavourable terms. Collaborative arrangements or strategic alliances will also subject us to a number of risks, including the risk that:

• we may not be able to control the amount and timing of resources that our strategic partner/collaborators may devote to the product candidates;

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• strategic partner/collaborators may experience financial difficulties;

• the failure to successfully collaborate with third parties may delay, prevent or otherwise impair the development or commercialization of our product candidates or revenue expectations;

• products being developed by partners/collaborators may never reach commercial stage resulting in reduced or even no milestone or royalty payments;

• business combinations or significant changes in a collaborator’s business strategy may also adversely affect a collaborator’s willingness or ability to complete their obligations under any arrangement;

• a collaborator could independently move forward with a competing product developed either independently or in collaboration with others, including our competitors; and

• collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing product candidates.

Our research and development efforts will be jeopardised if we are unable to retain key personnel and cultivate key academic and scientific collaborations.

Our success depends largely on the continued services of our senior management and key scientific personnel and on the efforts and abilities of our senior management to execute our business plan. During the fiscal year ended June 20, 2015, we experienced significant changes in our senior management team with Mr. Marc Voigt becoming our Chief Executive Officer in July 2014 and Prof. Dr. Frédéric Triebel becoming our Chief Scientific Officer and Chief Medical Officer in December 2014, as a result of our acquisition of Immutep. Additionally, as a consequence of our decision to cease recruitment into all ongoing CVac studies and strategic redirection towards our LAG-3 portfolio, Dr. Sharron Gargosky, our Chief Technical Officer and past CVac program manager will cease to be employed by us effective 30 November 2015.

Changes in our senior management may be disruptive to our business and may adversely affect our operations. For example, when we have changes in senior management positions, we may elect to adopt different business strategies or plans. Any new strategies or plans, if adopted, may not be successful and if any new strategies or plans do not produce the desired results, our business may suffer.

For all new employees, including senior management, there may be reduced levels of productivity as recent additions or hires are trained or otherwise assimilate and adapt to our organization and culture. The significant turnover in our senior management team during fiscal year 2015 may make it difficult to attract new employees and retain existing employees. These changes may also make it difficult to execute on our business plan and achieve our planned financial results.

Moreover, competition among biotechnology and pharmaceutical companies for qualified employees is intense and as such we may not be able to attract and retain personnel critical to our success. Our success depends on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel, manufacturing personnel, sales and marketing personnel and on our ability to develop and maintain important relationships with clinicians, scientists and leading academic and health institutions. If we fail to identify, attract, retain and motivate these highly skilled personnel, we may be unable to continue our product development and commercialisation activities.

Research and development efforts will be jeopardised if we are unable to secure critical components and reagents necessary for manufacture of key components of our product candidates.

Problems with third party supply (e.g. critical material) may delay clinical trials and commercialization of our product candidates.

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Future potential sales of our products may suffer if they are not accepted in the marketplace by physicians, patients and the medical community.

There is a risk that IMP321 may not gain market acceptance among physicians, patients and the medical community, even if they are approved by the regulatory authorities. The degree of market acceptance of any of our approved products will depend on a variety of factors, including:

• timing of market introduction, number and clinical profile of competitive products;

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• our ability to provide acceptable evidence of safety and efficacy and our ability to secure the support of key clinicians and physicians for our products;

• cost-effectiveness compared to existing and new treatments;

• availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third-party payers;

• prevalence and severity of adverse side effects; and

• other advantages over other treatment methods.

Physicians, patients, payers or the medical community may be unwilling to accept, use or recommend our products which would adversely affect our potential revenues and future profitability.

If healthcare insurers and other organizations do not pay for our products or impose limits on reimbursement, our future business may suffer.

Our product candidate may be rejected by the market due to many factors, including cost. The continuing efforts of governments, insurance companies and other payers of healthcare costs to contain or reduce healthcare costs may affect our future revenues and profitability. In Australia and certain foreign markets the pricing of pharmaceutical products is already subject to government control. We expect initiatives for similar government control to continue in the United States and elsewhere. The adoption of any such legislative or regulatory proposals could harm our business and prospects.

Successful commercialization of our product candidate will depend in part on the extent to which reimbursement for the cost of our products and related treatment will be available from government health administration authorities, private health insurers and other organizations. Our product candidate may not be considered cost-effective and reimbursement may not be available to consumers or may not be sufficient to allow our products to be marketed on a competitive basis. Third-party payers are increasingly challenging the price of medical products and treatment. If third party coverage is not available for our products the market acceptance of these products will be reduced. Cost-control initiatives could decrease the price we might establish for products, which could result in product revenues lower than anticipated. If the price for our product candidate decreases or if governmental and other third-party payers do not provide adequate coverage and reimbursement levels our potential revenue and prospects for profitability will suffer.

We are currently taking advantage of certain exemptions from having to comply with the Sarbanes-Oxley Act due to our status as an “emerging growth company”.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, this allows us to postpone the date by which we must comply with some of the laws and regulations that are otherwise applicable to public companies and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market price of our ordinary shares or ADSs.

For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. As a result, our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting for so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Similarly, so long as we qualify as an “emerging growth company,” we may elect not to provide investors with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company.

We may take advantage of these exemptions until we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest of: (i) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended; (ii) the last day of the first fiscal year in which our annual gross revenues are $1 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our ordinary shares or ADSs held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

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We cannot predict if investors will find our ordinary shares or ADSs less attractive because we may rely on these exemptions. If some investors find our ordinary shares or ADSs less attractive as a result, there may be a less active trading market for such shares, and our stock price may be more volatile and may decline.

Risks Related to Intellectual Property

Our success depends on our ability to protect our intellectual property and our proprietary technology.

Any future success will depend in large part on whether we can obtain and maintain patents to protect our own products and technologies; obtain licenses to the patented technologies of third parties; and operate without infringing on the proprietary rights of third parties. Biotechnology patent matters can involve complex legal and scientific questions, and it is impossible to predict the outcome of biotechnology and pharmaceutical patent claims. Any of our future patent applications may not be approved, or we may not develop additional products or processes that are patentable. Some countries in which we may sell our product candidate or license our intellectual property may fail to protect our intellectual property rights to the same extent as the protection that may be afforded in the United States or Australia. Some legal principles remain unresolved and there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States, the United Kingdom, the European Union, Australia or elsewhere. In addition, the specific content of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific and factual issues. Changes in either patent laws or in interpretations of patent laws in the United States, the United Kingdom, the European Union or elsewhere may diminish the value of our intellectual property or narrow the scope of our patent protection. Even if we are able to obtain patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner.

Moreover, any of our pending applications may be subject to a third-party preissuance submission of prior art to the U.S. Patent and Trademark Office, or USPTO, the European Patent Office, or EPO, the Australian Patent and Trademark Office and/or any patents issuing thereon may become involved in opposition, derivation, reexamination, inter partes review, post grant review, interference proceedings or other patent office proceedings or litigation, in the United States or elsewhere, challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights, and allow third parties to commercialize our technology or products and compete directly with us, without payment to us. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with us to exploit our intellectual property or develop or commercialize current or future product candidate.

The issuance of a patent is not conclusive as to the inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the U.S., the EU, Australia and elsewhere. Such challenges may result in loss of ownership or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit the duration of the patent protection of our technology and products. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

In addition, other companies may attempt to circumvent any regulatory data protection or market exclusivity that we obtain under applicable legislation, which may require us to allocate significant resources to preventing such circumvention. Such developments could enable other companies to circumvent our intellectual property rights and use our clinical trial data to obtain marketing authorizations in the EU, Australia and in other jurisdictions. Such developments may also require us to allocate significant resources to prevent other companies from circumventing or violating our intellectual property rights.

Our attempts to prevent third parties from circumventing our intellectual property and other rights may ultimately be unsuccessful. We may also fail to take the required actions or pay the necessary fees to maintain our patents.

Intellectual property rights of third parties could adversely affect our ability to commercialize our products, such that we could be required to litigate with or obtain licenses from third parties in order to develop or market our products. Such litigation or licenses could be costly or not available on commercially reasonable terms.

Our commercial success may somewhat depend upon our future ability and the ability of our potential collaborators to develop, manufacture, market and sell our product candidates without infringing valid intellectual property rights of third parties.

If a third-party intellectual property right exists that requires the pursuit of litigation or administrative proceedings to nullify or invalidate the third-party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, which may not be available on commercially reasonable terms, if at all.

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Third-party intellectual property right holders, including our competitors, may bring infringement claims against us. We may not be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims or otherwise resolve such claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from, or experience substantial delays in, marketing our product candidate.

If we fail to settle or otherwise resolve any such dispute, in addition to being forced to pay damages, we or our potential collaborators may be prohibited from commercializing any product candidates we may develop that are held to be infringing, for the duration of the patent term. We might, if possible, also be forced to redesign our formulations so that we no longer infringe such third-party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

If we infringe the intellectual property rights of third parties, it may increase costs or prevent it from the commercialisation of product candidates.

There is a risk that we are, or may in the future, infringe proprietary rights of third parties. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. To date, we have not been involved in any such third-party claims and, except as noted below, we are not aware that our product candidates infringe, or may in the future infringe, the intellectual property rights of any third party. As a result of intellectual property infringement claims, or to avoid potential claims, we might be:

• prohibited from selling or licensing any product candidate that we may develop unless the patent holder licenses the patent to us;

• required to expend considerable amounts of money in defending the claim;

• required to pay substantial royalties or grant a cross license to our patents to another patent holder;

• required to redesign the formulation of a product so that it does not infringe, which may not be possible or could require substantial funds and time; or

• required to pay substantial monetary damages.

To mitigate this risk, we have a patent strategy and monopoly around many of the technical areas we operate in with little room for others to achieve freedom to operate. From time to time we engage the advice of patent counsel to conduct checks on the freedom to operate position of our business with respect to claims protecting our product development candidates and our clinical and manufacturing strategies.

We may become involved in lawsuits to protect and defend our patents or other intellectual property, which could be expensive, time consuming and unsuccessful.

Competitors may infringe our patents or other intellectual property. To counter infringement or unauthorized use, we may be required to file claims, and any related litigation and/or prosecution of such claims can be expensive and time consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property. In addition, in a patent infringement proceeding, a court may decide that a patent of ours is invalid in whole or in part, unenforceable, or construe the patent’s claims narrowly allowing the other party to commercialize competing products on the grounds that our patents do not cover such products.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. Such litigation or proceedings could substantially increase our operating losses and reduce our resources available for development activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. The effects of patent litigation or other proceedings could therefore have a material adverse effect on our ability to compete in the marketplace.

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Confidentiality and invention assignment agreements with our employees, advisors and consultants may not adequately prevent disclosure of trade secrets and protect other proprietary information.

We consider proprietary trade secrets and/or confidential know-how and unpatented know-how to be important to our business. We may rely on trade secrets and/or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value. However, trade secrets and/or confidential know-how can be difficult to maintain as confidential.

To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, advisors and consultants to enter into confidentiality and invention assignment agreements with us. However, current or former employees, advisors and consultants may unintentionally or willfully disclose our confidential information to competitors, and confidentiality and invention assignment agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Enforcing a claim that a third-party obtained illegally and is using trade secrets and/or confidential know-how is expensive, time consuming and unpredictable. The enforceability of confidentiality and invention assignment agreements may vary from jurisdiction to jurisdiction.

Failure to obtain or maintain trade secrets and/or confidential know-how trade protection could adversely affect our competitive position. Moreover, our competitors may independently develop substantially equivalent proprietary information and may even apply for patent protection in respect of the same. If successful in obtaining such patent protection, our competitors could limit our use of our trade secrets and/or confidential know-how.

If we are unable to keep pace with technological change or with the advances of our competitors, our technology and products may become non-competitive.

The biotechnology and pharmaceutical industries are subject to rapid and significant technological change. Our product candidates may be or become uncompetitive. To remain competitive, we must employ and retain suitably qualified staff that are continuously educated to keep pace with changing technology, but may not be in a position to do so.

Intellectual property rights do not address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

• Others may be able to make products that are similar to IMP321 but that are not covered by our intellectual property rights.

• Others may independently develop similar or alternative technologies or otherwise circumvent any of our technologies without infringing our intellectual property rights.

• We or any of our collaboration partners might not have been the first to conceive and reduce to practice the inventions covered by the patents or patent applications that we own, license or will own or license.

• We or any of our collaboration partners might not have been the first to file patent applications covering certain of the patents or patent applications that we or they own or have obtained a license, or will own or will have obtained a license.

• It is possible that any pending patent applications that we have filed, or will file, will not lead to issued patents.

• Issued patents that we own may not provide us with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by our competitors.

• Our competitors might conduct research and development activities in countries where we do not have patent rights, or in countries where research and development safe harbor laws exist, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets.

• Ownership of our patents or patent applications may be challenged by third parties.

• The patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business.

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If healthcare insurers and other organisations do not pay for our products or product candidates or impose limits on reimbursement, our future business may suffer.

Our product candidates may be rejected by the market due to many factors, including cost. The continuing efforts of governments, insurance companies and other payers of healthcare costs to contain or reduce healthcare costs may affect our future revenues and profitability. In Australia and certain foreign markets the pricing of pharmaceutical products is already subject to government control.

Successful commercialisation of our product candidates will depend in part on the extent to which reimbursement for the cost of our products and related treatment will be available from government health administration authorities, private health insurers and other organisations. Our product candidates may not be considered cost-effective and reimbursement may not be available to consumers or may not be sufficient to allow our products to be marketed on a competitive basis. Third-party payers are increasingly challenging the price of medical products and treatment. If third party coverage is not available for our products, the market acceptance of these products will be reduced.

We may be exposed to product liability claims which could harm our business.

The testing, marketing and sale of therapeutic products entails an inherent risk of product liability. We may face product liability exposure related to the testing of our product candidates in human clinical trials. If any of our products are approved for sale, we may face exposure to claims by an even greater number of persons than were involved in the clinical trials once marketing, distribution and sales of our products begin. Regardless of merit or eventual outcome, liability claims may result in:

• decreased demand for our products and product candidates;

• injury to our reputation;

• withdrawal of clinical trial participants;

• costs of related litigation;

• substantial monetary awards to patients and others;

• loss of revenues; and

• the inability to commercialise products and product candidates.

We rely on a number of third party researchers and contractors to produce, collect, and analyse data regarding the safety and efficacy of our product candidates. We have quality control and quality assurance in place to mitigate these risks, as well as professional liability and clinical trial insurance to cover financial damages in the event that human testing is done incorrectly or the data is analysed incorrectly. If a claim is made against us in conjunction with these research testing activities, the market price of our ordinary shares or ADSs may be negatively affected. We could also face additional liability beyond insurance limits if testing mistakes were to endanger any human subjects.

Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products or product candidate.

As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining and exploiting patents in the biopharmaceutical industry involve both technological and legal complexity. Therefore, obtaining and exploiting biopharmaceutical patents is costly, time-consuming and inherently uncertain. The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. Such examples include:

• Nautilus, Inc. v. Biosig Instruments, Inc. (2014), where the Court imposed a stricter requirement for clarity of claim language than previously applied by the Federal Circuit, thereby making it easier to invalidate patents for insufficiently apprising the public of the scope of the invention.

• Limelight Networks, Inc. v. Akamai Technologies, Inc. (2014), where the Court articulated a standard for inducement of infringement that makes it more difficult to establish liability for inducing infringement of a multi-step method claim that is performed by multiple parties.

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• Association for Molecular Pathology v. Myriad Genetics, Inc. (2013), where the Court held that isolated naturally-occurring DNA is patent ineligible subject matter.

• KSR v. Teleflex (2007), where the Court decided unanimously that the Federal Circuit Court had been wrong in taking a narrow view of when an invention is “obvious” and thus cannot be patented.

• EBay Inc. v. MercExchange, LLC (2006), where the Court heightened the standard for an injunction after a finding of patent infringement.

• Merck KGgA v. Integra Lifesciences (2004), where the Court adopted an expansive interpretation of the activities associated with regulatory approval exempt from patent infringement.

In addition, the America Invents Act, or AIA, has been recently enacted in the United States, resulting in significant changes to the U.S. patent system. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, the combination of the U.S. Supreme Court decisions and AIA has created uncertainty with respect to the value of patents, once obtained. A few highlights of changes to U.S. patent law under the AIA are:

• Under the AIA, a patent is awarded to the “first-inventor-to-file” rather than the first to invent.

• There is a new definition of prior art which removes geographic and language boundaries found in the pre-AIA law. At the same time, certain categories of “secret” prior art have been eliminated.

• The AIA introduced new procedures for challenging the validity of issued patents: post-grant review and inter partes review.

• Patent owners under the AIA may now request supplemental examination of a patent to consider, reconsider, or correct information believed to be relevant to the patent.

• The AIA allows third parties to submit any patent, published application, or publication relevant to examination of a pending patent application with a concise explanation for inclusion during prosecution of the patent application.

The “first-inventor-to-file” system and the new definitions of prior art apply to U.S. patent applications with claims having an effective filing date on or after March 16, 2013. Until at least 2034, patent practice will involve both pre-AIA and AIA laws.

Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to exploit our existing patents and patents that we might obtain in the future. Similarly, the complexity and uncertainty of European patent laws has also increased in recent years. In addition, the European patent system is relatively stringent in the type of amendments that are allowed during prosecution. Changes in patent law or patent jurisprudence could limit our ability to obtain new patents in the future that may be important for our business.

We may face difficulties with protecting our intellectual property in certain jurisdictions, which may diminish the value of our intellectual property rights in those jurisdictions.

The laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws in the U.S. and the EU, and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions. If we or our collaboration partners encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished and we may face additional competition from others in those jurisdictions.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired and our business and results of operations may be adversely affected.

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Risks Relating to Our Securities

Our stock price may be volatile and could decline significantly.

The market price of our ordinary shares historically has been, and we expect will continue to be, subject to significant fluctuations over short periods of time. These fluctuations may be due to factors specific to us, to changes in analysts’ recommendations and earnings estimates, to arbitrage between our Australian listed shares and our ADSs, to changes in exchange rates, or to factors affecting the biopharmaceutical industry or the securities markets in general. Market fluctuations, as well as general political and economic conditions, such as a recession, interest rate or currency fluctuations, could adversely affect the market price of our securities.

For example, during the last two fiscal years, the market price for our ordinary shares on the Australian Securities Exchange has ranged from as low as A$0.02 to a high of A$0.19. We may experience a material decline in the market price of our shares, regardless of our operating performance. Therefore, a holder of our ordinary shares or ADSs may not be able to sell those ordinary shares or ADSs at or above the price paid by such holder for such shares or ADSs. Price declines in our ordinary shares or ADSs could result from a variety of factors, including many outside our control. These factors include:

• the results of pre-clinical testing and clinical trials by us and our competitors;

• unforeseen safety issues or adverse side effects resulting from the clinical trials or the commercial use of our product candidate;

• regulatory actions in respect of any of our products or the products of any of our competitors;

• announcements of the introduction of new products by us or our competitors;

• market conditions, including market conditions in the pharmaceutical and biotechnology sectors;

• increases in our costs or decreases in our revenues due to unfavorable movements in foreign currency exchange rates;

• developments or litigation concerning patents, licenses and other intellectual property rights;

• litigation or public concern about the safety of our potential products;

• changes in recommendations or earnings estimates by securities analysts;

• actual and anticipated fluctuations in our quarterly operating results;

• deviations in our operating results from the estimates of securities analysts;

• rumors relating to us or our competitors;

• additions or departures of key personnel;

• changes in third-party reimbursement policies; and

• developments concerning current or future strategic alliances or acquisitions.

We may be a passive foreign investment company (PFIC) which would subject our U.S. investors to adverse tax rules.

Holders of our ADSs who are U.S. residents face income tax risks. There is a substantial risk that we are currently a passive foreign investment company, or PFIC, which could result in a reduction in the after-tax return to a “U.S. Holder” of our ADRs and reduce the value of our ADSs. For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, cash is considered to be an asset that produces passive income.

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The determination of whether we are a PFIC is made on an annual basis and depends on the composition of our income and the value of our assets. Therefore, it is possible that we could be a PFIC in the current year as well as in future years. If we are classified as a PFIC in any year that a U.S. Holder owns ADSs, the U.S. Holder will generally continue to be treated as holding ADSs of a PFIC in all subsequent years, notwithstanding that we are not classified as a PFIC in a subsequent year. Dividends received by the U.S. Holder and gains realized from the sale of our ADSs would be taxed as ordinary income and subject to an interest charge. We urge U.S. investors to consult their own tax advisors about the application of the PFIC rules and certain elections that may help to minimize adverse U.S. federal income tax consequences in their particular circumstances.

We have never paid a dividend and we do not intend to pay dividends in the foreseeable future which means that holders of shares and ADSs may not receive any return on their investment from dividends.

To date, we have not declared or paid any cash dividends on our ordinary shares and currently intend to retain any future earnings for funding growth. We do not anticipate paying any dividends in the foreseeable future. Dividends may only be paid out of our profits. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors. Our holders of shares and ADSs may not receive any return on their investment from dividends. The success of your investment will likely depend entirely upon any future appreciation of the market price of our ordinary shares, which is uncertain and unpredictable. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased your ordinary shares.

Currency fluctuations may adversely affect the price of the ADSs relative to the price of our ordinary shares.

The price of our ordinary shares is quoted in Australian dollars and the price of our ADSs will be quoted in U.S. dollars. Movements in the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S. dollar price of our ADSs and the U.S. dollar equivalent of the price of our ordinary shares. In the last two years, the Australian dollar has as a general trend appreciated against the U.S. dollar. Any continuation of this trend may positively affect the U.S. dollar price of our ADSs and the U.S. dollar equivalent of the price of our ordinary shares, even if the price of our ordinary shares in Australian dollars increases or remains unchanged. However, this trend may not continue and may be reversed. If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the ADSs could decline, even if the price of our ordinary shares in Australian dollars increases or remains unchanged.

The requirements of being a public company may strain our resources and divert management’s attention and if we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

As a publicly-traded company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NASDAQ Global Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file certain reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and results of operations.

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and disclosure controls and procedures quarterly. In particular, beginning with fiscal year ended on June 30, 2013, we have performed system and process evaluation and testing of our internal control over financial reporting to allow our management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. We have in prior fiscal years identified material weaknesses that have been remediated. If we identify material weaknesses in future periods or we are not able to comply with the requirements of Section 404 in a timely manner, our reported financial results could be restated, we could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of our stock could decline.

Our ordinary shares are listed on three separate stock markets and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price; in addition, investors may not be able to easily move shares for trading between such markets.

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Our ordinary shares are listed and traded on the ASX, NASDAQ and the Frankfurt Stock Exchange. Price levels for our ordinary shares could fluctuate significantly on either market, independent of our share price on the other market. Investors could seek to sell or buy our shares to take advantage of any price differences between the three markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in our share prices on either exchange and the volumes of shares available for trading on either exchange. In addition, holders of shares in either jurisdiction will not be immediately able to transfer such shares for trading on the other markets without effecting necessary procedures with our transfer agent. This could result in time delays and additional cost for our shareholders. Further, if we are unable to continue to meet the regulatory requirements for listing on the ASX, NASDAQ or the Frankfurt Stock Exchange, we may lose our listing on any of these exchanges, which could impair the liquidity of our shares.

Risks Relating to Our Location in Australia

Currency fluctuations may expose us to increased costs and revenue decreases.

Our business is affected by fluctuations in foreign exchange rates. Currency fluctuations could, therefore, cause our costs to increase and revenues to decline. Our expenses will be denominated in Australian dollars, U.S. dollars and European euro. Last year, the Australian dollar has, as a general trend, depreciated against the U.S. dollar and European euro, whereas two years ago, the Australian dollar had appreciated against the U.S. dollar and European Euro. We conduct clinical trials in many different countries and we have manufacturing of our product candidate undertaken outside of Australia, which exposes us to potential cost increases resulting from fluctuations in exchange rates. In fiscal 2015, we made foreign exchange gains as a result of currency fluctuations of A$0.5 million. In fiscal 2014, we made foreign exchange gains as a result of currency fluctuations of A$0.4 million. In fiscal 2013 our foreign exchange gain was A$1.4 million.

Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares.

We are incorporated in Australia and are subject to the takeovers laws of Australia. Amongst other things, we are subject to the Corporations Act 2001 (Commonwealth of Australia). Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or indirect interest in our issued voting shares (including through the acquisition of ADSs) if the acquisition of that interest will lead to a person’s or someone else’s voting power in us increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Exceptions to the general prohibition include circumstances where the person makes a formal takeover bid for us, if the person obtains shareholder approval for the acquisition or if the person acquires less than 3% of the voting power of us in any rolling six month period. Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares.

Rights as a holder of ordinary shares are governed by Australian law and our Constitution and may differ from the rights of shareholders under U.S. law. Holders of our ordinary shares or ADSs may have difficulty in effecting service of process in the United States or enforcing judgments obtained in the United States.

We are a public company incorporated under the laws of Australia. Therefore, the rights of holders of our ordinary shares are governed by Australian law and our Constitution. These rights differ from the typical rights of shareholders in U.S. corporations. The rights of holders of ADSs are affected by Australian law and our Constitution but are governed by U.S. law. Circumstances that under U.S. law may entitle a shareholder in a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case. Holders of our ordinary shares or ADSs may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the U.S., liabilities under U.S. securities laws. In particular, if such a holder sought to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider:

• that it did not have jurisdiction; and/or

• that it was not an appropriate forum for such proceedings; and/or

• that, applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and officers; and/or

• that the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.

Holders of our ordinary shares and ADSs may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.

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As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we may follow certain home country corporate governance practices instead of certain NASDAQ requirements.

As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we are permitted to follow certain home country corporate governance practices instead of certain requirements of The NASDAQ Marketplace Rules. As an Australian company listed on the NASDAQ Global Market, we may follow home country practice with regard to, among other things, the composition of the board of directors, director nomination process, compensation of officers and quorum at shareholders’ meetings. In addition, we may follow Australian law instead of the NASDAQ Marketplace Rules that require that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. As a foreign private issuer that has elected to follow a home country practice instead of NASDAQ requirements, we have submitted to NASDAQ a written statement from our independent counsel certifying that our practices are not prohibited by Australian laws. In addition, a foreign private issuer must disclose in Annual Reports filed with the U.S. Securities and Exchange Commission each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules. Please see “Item 6. Directors, Senior Management and Employees – C. Board Practices” for further information.

Risks Related to an Investment in Our ADSs

Our ADS holders are not shareholders and do not have the same rights as our shareholders.

The Bank of New York Mellon, as depositary, registers and delivers our American Depositary Shares, or ADSs. Our ADS holders will not be treated as shareholders and do not have the rights of shareholders. The depositary will be the holder of the shares underlying our ADSs. Holders of our ADSs will have ADS holder rights. A deposit agreement among us, the depositary and our ADS holders, and the beneficial owners of ADSs, sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. For a description of ADS holder rights, see “Item 12. Description of Securities Other than Equity Securities – D. American Depositary Shares.” Our shareholders have shareholder rights. Australian law and our constitution govern shareholder rights. For a description of our shareholders’ rights, see “Item 10. Additional Information – B. Memorandum and Articles of Association.” Our ADS holders do not have the same voting rights as our shareholders. Shareholders are entitled to our notices of general meetings and to attend and vote at our general meetings of shareholders. At a general meeting, every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote on a show of hands. Every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote per fully paid ordinary share on a poll. This is subject to any other rights or restrictions which may be attached to any shares. ADS holders may exercise voting rights with respect to the underlying ordinary shares only in accordance with the provisions of the deposit agreement. Under the deposit agreement, ADS holders vote by giving voting instructions to the depositary. Upon receipt of instructions, the depositary will try to vote in accordance with those instructions. Otherwise, ADS holders will not be able to vote unless they withdraw the ordinary shares underlying their ADSs. ADS holders may not learn of ordinary shareholders’ meetings in time to instruct the depositary or withdraw underlying ordinary shares. If we ask for our ADS holders’ instructions, the depositary will notify our ADS holders of the upcoming vote and arrange to deliver our voting materials and form of notice to them. The depositary will try, as far as practical, subject to Australian law and the provisions of the depositary agreement, to vote the shares as our ADS holders instruct. The depositary will not vote or attempt to exercise the right to vote other than in accordance with the instructions of the ADS holders. We cannot assure our ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their shares. This means that there is a risk that our ADS holders may not be able to exercise voting rights and there may be nothing they can do if their shares are not voted as they requested.

Our ADS holders do not have the same rights to receive dividends or other distributions as our shareholders.

Subject to any special rights or restrictions attached to a share, the directors may determine that a dividend will be payable on a share and fix the amount, the time for payment and the method for payment (although we have never declared or paid any cash dividends on our ordinary stock and we do not anticipate paying any cash dividends in the foreseeable future). Dividends may be paid on shares of one class but not another and at different rates for different classes. Dividends and other distributions payable to our shareholders with respect to our ordinary shares generally will be payable directly to them. Any dividends or distributions payable with respect to ordinary shares will be paid to the depositary, which has agreed to pay to our ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. Our ADS holders will receive these distributions in proportion to the number of shares their ADSs represent. In addition, there may be certain circumstances in which the depositary may not pay to our ADS holders amounts distributed by us as a dividend or distribution.

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There are circumstances where it may be unlawful or impractical to make distributions to the holders of our ADSs.

The deposit agreement with the depositary generally requires the depositary to convert foreign currency it receives in respect of deposited securities into U.S. dollars and distribute the U.S. dollars to ADS holders, provided the depositary can do so on a reasonable basis. If it does not convert foreign currency, the depositary may distribute the foreign currency only to those ADS holders to whom it is possible to do so. If a distribution is payable by us in Australian dollars, the depositary will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, our ADS holders may lose some of the value of the distribution. The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. This means that our ADS holders may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available.

Nasdaq may delist our ADSs from trading on the exchange which could limit investors’ ability to make transactions in our ADSs and subject us to additional trading restrictions.

We may in the future fail to comply with the Nasdaq Global Market regulations and listing requirements as to minimum stockholders’ equity, minimum market value, minimum total assets and revenue, minimum bid price, minimum public float and other requirements (the “Nasdaq Listing Requirements”), and as a result Nasdaq may initiate procedures to delist our ordinary shares from the Nasdaq Global Market.

In the past 52-weeks, our ADSs have been trading in a range from $0.42 to $6.48 per share, and the longest period below $1.00 was for 129 business days from November 12, 2014 through May 19, 2015, inclusive. Under Nasdaq’s Marketplace Rule 5450(a)(1) (the “Rule”), any company whose shares have a closing bid price less than $1.00 for 30 consecutive business days may be subject to a delisting proceeding by Nasdaq. On December 23, 2014, we received a deficiency letter from NASDAQ that we were not in compliance with NASDAQ Listing Rule 5450(a)(1) for failing to have a bid price for our ADS of at least US$1.00 per share for the prior thirty trading days. Our share price rose significantly in May 2015 following some positive market announcements released by us, including the securing of A$15m in funding from a sophisticated US investor and positive overall survival benefit data for CVac. On June 3, 2015, we received a letter from NASDAQ advising that as the bid price for our ADS had risen above US$1.00 for the required period of time, we had regained compliance with NASDAQ Listing Rule 5450(a)(1) and the matter was closed. See “Item 4.A—Fiscal 2014.”

If we fail to meet the continued listing criteria under the Rule or any of the Nasdaq Listing Requirements, our ordinary shares may be delisted from trading on the Nasdaq Global Market.

Delisting from the Nasdaq Global Market could have an adverse effect on our business and on the trading of our ADSs. If a delisting of our ADSs were to occur, such shares may trade in the over-the-counter market such as on the OTC Bulletin Board or on the “pink sheets”. The over-the-counter market is generally considered to be a less efficient market, and this could diminish investors’ interest in our ADSs as well as significantly impact the price and liquidity of our ADSs. Any such delisting may also severely complicate trading of our ADSs by our shareholders, or prevent them from re-selling their ADSs at/or above the price they paid. Furthermore, our relatively low trading volume on the Nasdaq Global Market may make it difficult for shareholders to trade ADSs or initiate any other transactions. Delisting may also make it more difficult for us to issue additional securities or secure additional financing.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Prima BioMed Ltd. We were incorporated under the laws of the Commonwealth of Australia on May 21, 1987.

Our registered office is located at Level 7, 151 Macquarie Street, Sydney 2000 New South Wales, Australia and our telephone number is +61 (0)2 9276 1224. Our address on the Internet is www.primabiomed.com.au. The information on, or accessible through, our website is not part of this Annual Report on Form 20-F. We have included our website address in this Annual Report on Form 20-F solely as an inactive textual reference.

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Fiscal 2014

In September 2013, we announced top-line results of our CAN-003 phase 2 trial of CVac for the treatment of epithelial ovarian cancer patients in remission after first or second line treatment. Results indicated that CVac was well tolerated by patients, with only one serious adverse event considered possibly related to CVac treatment. The majority of adverse events were considered mild and transient in nature. Evaluation of immunological responses to CVac indicated no humoral or antibody responses as expected and importantly CVac induced a cellular T cell response in patients. The estimate of median progression-free survival at that time resulted in no observed difference between the CVac treated patients and the control arm on the CAN-003 study when looking at the first and second remission patients as a single group. The efficacy of CVac was evaluated by determining the progression free survival (PFS) and overall survival (OS). PFS was measured from the date of randomization to the earlier of the date of documented disease progression or death from any cause. Initial top line PFS data indicated divergent trends for the first and second remission populations. It was too early to make conclusions about CVac’s effect on overall survival. As of the date of analysis, eight study patients out of 63 were confirmed to be deceased. OS data updates were provided on 6 November 2014 and 19 May 2015 as described in fiscal 2015.

The phase 2/3 CANVAS trial was a trial in first remission patients who in the CAN-003 top line data appeared to show no benefit with respect to PFS and an unknown benefit with respect to OS. Additionally the CANVAS trial evaluates PFS as the primary efficacy endpoint. Prima BioMed suspended enrolment of new patients in the CANVAS trial while the CAN-003 data was reconciled and data queried and cleaned to permit amendment of the CANVAS trial based on accurate data from the CAN-003 trial. Patients screened and enrolled into the trial were permitted to remain in the trial.

In November 2013 we announced updated progression-free survival data from the CAN-003 protocol. In 20 patients in second remission on the CAN-003 trial, CVac conferred approximately a 50% increase in progression free survival as compared to patients receiving observation only (7.69 months versus 5.14 months; HR=0.41; p=0.09).

Based on these results we announced plans to move forward with an amended CAN-004 trial protocol in 210 patients for the maintenance treatment of platinum sensitive, epithelial ovarian cancer in patients in second line remission. We also announced our plans to move forward with an up to 40-patient pilot, multicenter, single-arm trial of CVac for the maintenance treatment of resected pancreatic cancer patients.

In January and February 2014, the Company announced the approval by regulators of the amended CAN-004 protocol initially in Belgium and then subsequently in multiple jurisdictions including Latvia, Lithuania, Bulgaria, Ukraine and Belarus.

On the 21 February 2014, the first commercial transaction for Prima BioMed and CVac was announced with the signing of a Licensing and Distribution Agreement with the Neopharm Group in Israel.

In March 2014 the company received an AU$1.6 Million dollar Research and Development tax incentive refund from the Australian Government to offset the expenses of research and development conducted within Australia in the 2013 financial year.

In March 2014, Prima BioMed was removed from the S&P ASX 300 listing after S&P’s March Quarterly Rebalancing review.

In May, it was announced that Prima BioMed had been awarded fast track designation for CVac by the US Food and Drug Administration. The FDA’s “fast track” process is a process designed to facilitate the development, and expedite the review of drugs to treat serious conditions and fill an unmet medical need. However, there can be no assurance that CVac will be reviewed or approved (if at all) more expeditiously than would otherwise have been the case. Please see the section titled “Regulatory Authorities—Fast Track Designation.”

The final progression free-survival (PFS) data was accepted for oral presentation at the 2014 American Society for Clinical Oncology (ASCO) Conference on 31st May 2014. ASCO is among the world’s largest annual scientific events in the oncology community. It was reported that CVac demonstrated a clinically meaningful improvement in progression free survival (PFS) over standard of care in second remission ovarian cancer patients in the CAN-003 protocol. Final PFS analysis from CAN-003 indicated even stronger trends toward improved clinical outcomes for CVac treated patients than topline data announced in September 2013 had suggested. In second remission patients (n=20) from CAN-003, median PFS for CVac was estimated to be greater than 12.91 months, compared to median PFS of 4.94 months for the control group (hazard ratio=0.32; p=0.04). Consistent with conclusions drawn from the previous top-line data analysis PFS was not improved for CVac patients in first remission (hazard ratio=1.18; p=0.69).

In late May, Prima BioMed received notification from the US patent office that the patent for treating patients with CVac had been allowed. This patent proceeded to be granted in July 2014 and was given a patent term extension of almost 4 years providing for patent protection in the US for this patent until at least August 2022.

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Interim overall survival (OS) for CAN-003 was announced in June 2014 In second remission patients (n=20) from CAN-003, median OS for control group patients was 26.25 months while a median for CVac patients was not yet reached after 30 months (hazard ratio=0.17; p=0.07). Medians for the control group and CVac treated patients had not yet been reached for first remission patients. OS data updates were provided on 6 November 2014 and 19 May 2015 as described below.

Fiscal 2015

On 8 July 2014 Prima BioMed was granted US Patent 8,771,701 from the US patent office, covering the company’s CVac cancer immunotherapy. This patent was given a term extension of almost 4 years providing for patent protection in the US for this patent until at least August 2022.

On 9 July 2014, it was announced that Mr. Marc Voigt would replace Mr. Matthew Lehman as the CEO of Prima BioMed. Mr. Voigt has been with Prima BioMed since 2012 as the Chief Financial Officer and Chief Business Officer and an employee of the company’s German subsidiary since 2011, where he serves as a Managing Director. The shift in focus of the operations of the company to Germany due to the SAB grant support made it more practicable for Mr. Voigt to take over as CEO. In addition, Mr Voigt has over the past three years as the head of our European Operations, forged strong relationships within the European medical industry. During his role as CBO and CFO he has gained an excellent knowledge of both the operational and financial aspects of the business and he has a strong investment and transactional background within the biotechnology sector. Based in Germany, he is ideally placed to assume the responsibilities as CEO.

On 2 October 2014 Prima announced the acquisition of Immutep SA, a French biotechnology company based in Paris, for US$28m in cash and stock. Immutep brings a number of programs to Prima based on the LAG-3 immune control mechanism. Prima announced that the deal would be funded via an investment agreement with Bergen Global Opportunity Fund LP. The acquisition of Immutep was completed on 17 December 2014.

On 2 October 2014 Prima announced the securing of a US$37.4m investment agreement with Bergen Global Opportunity Fund LP, or Bergen. Under the agreement, Bergen made an initial upfront investment of US$2.5m by way of a 36-month interest-free unsecured convertible security and had the right to invest US$360k per month in Prima’s equity over the following 24 months after their initial investment, with the option to increase each of the monthly tranches to an amount not exceeding US$1.5m by mutual consent of Bergen and the Company. Bergen had the right to convert the convertible note into shares at any time at a conversion price equal to the average of the daily VWAP per share for a period of five days (for which Bergen will have the right to specify) during twenty consecutive actual trading days immediately prior to the selected conversion date. Bergen was also issued options to purchase 19,800,000 shares at an exercise price of A$0.05475 per share at any time before October 2, 2017, plus an additional 17,800,000 shares as collateral for Prima’s obligations under the investment agreement.

On 6 November 2014 Prima reported that the median for Overall Survival (OS) in the second remission patients in the CVac CAN-003 study had not been reached after 36 months, which compared favourably with a median OS for standard-of-care patients of 25.5 months. This analysis, for which the p value was 0.07, provided further evidence that CVac represented a good solution for second-line patients.

On 15 December 2014 Prima announced that it had received regulatory approvals to commence a single-arm pilot trial of CVac in post-resection pancreatic cancer that would recruit up to 40 patients.

On 29 December 2014 Prima received a ‘Notice of Bid Price Deficiency’ from Nasdaq, advising the company that the company had until 22 June 2015 to increase the Bid Price to over US$1.00 per ADR for a minimum of ten consecutive business days, or the ADRs would be removed from trading on the Nasdaq Global Market. Nasdaq advised on 3 June 2015 that compliance with the Minimum Bid Price Rule had been regained.

On 20 January 2015 Prima announced that it had received A$777,000 in a cash rebate from the Australian Federal Government’s R&D tax incentive program.

On 27 January 2015 Prima announced that it has received a milestone payment from GlaxoSmithKline (GSK) related to the first dosing in a clinical trial of GSK2831781, a monoclonal antibody for autoimmune disease.

On 27 February 2015 Prima advised that it had ceased recruitment into their outstanding CVAc studies and was prioritising development of the IMP321 compound that it had acquired with Immutep.

On 11 May 2015 Prima announced a collaboration with NEC Corporation and Yamaguchi University in Japan in which IMP321 would be used to adjuvant a peptide vaccine that had been developed by Yamaguchi University for the treatment of hepatocellular carcinoma.

On 15 May 2015 Prima announced that Ridgeback Capital Investments LP, or Ridgeback, a US-based specialist healthcare investor, would be investing A$15m in Prima BioMed via a share placement at A$0.0173 cents (to raise A$1.25m) to be followed, after

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shareholder approval, by a Convertible Note in the principal amount of A$13,750,828 with a fixed conversion price of A$0.02 (to raise A$13.75m). The Convertible Note was subject to shareholder approval, which was obtained on 31 July 2015. The Convertible Note has a ten-year term, accrues interest at 3% per annum (which is payable at maturity) and is convertible at Ridgeback’s election. As part of this investment, Ridgeback also received two warrants: (i) a warrant to purchase 8,475,995 ordinary shares A$0.025 per share, exercisable at any time, which expires on 4 August 2025 and (ii) a warrant to purchase 371,445,231 ordinary shares at A$0.0237 per share, exercisable at any time, which expires on 4 August 2020. The share price of each warrant is subject to standard adjustments in accordance with the ASX Listing Rules. Subsequent to this investment, we gave Ridgeback the right to subscribe for another 28,000,000 shares at a subscription price of A$0.02 as a result of the conversion of the convertible note held by Bergen Global Opportunity Fund, LP. The subscription was completed on 27 May 2015.

On 19 May 2015 Prima announced final Overall Survival numbers from CVac’s CAN-003 study. In this analysis the median survival number for CVac second remission patients had still not been reached at 42 months, and the p value remained 0.07 when compared to 25.5 months for Standard-of-Care.

On 25 May 2015 Prima announced that it was collaborating with Database Integrations Inc on commercialising the iCAN software platform that powers CVac.

On 29 May 2015 Prima announced that it had filed for patent protection over the use of IMP321 with checkpoint inhibitors.

On 11 June 2015 Prima announced that it received a €226,055 rebate from the French government under France’s Crédit d’Impôt Recherche (research tax credit) scheme.

In or around May 2015, Bergen exercised the options and the conversion right under the convertible note. Subsequently, the investment agreement was terminated by mutual consent of the parties. The table below summarizes the shares issued to Bergen during the term of the investment agreement:

	Number of shares issued		Issue price per share
Commencement fee		11,792,588	A$	0.04
Collateral shares		17,800,000	A$	0.04
First tranche investment		13,163,514	A$	0.04
Second tranche investment		15,214,606	A$	0.03
Third tranche investment		15,323,414	A$	0.03
Fourth tranche investment		22,936,950	A$	0.02
Exercise of options		19,800,000	A$	0.05
Conversion of convertible note		166,097,263	A$	0.12

During fiscal 2015, Prima recorded finance costs in the aggregate amount of A$18.3m in connection with the Bergen investment agreement.

B. Business Overview

Background

Prima BioMed is striving to become a leader in the development of immunotherapeutic products for cancer. Our key product is IMP321 which is a recombinant protein in clinical trials for the treatment of cancer. Our former lead product candidate in development was CVac™, an autologous dendritic cell based product in clinical trials for late stage epithelial ovarian cancer patients in complete remission; Prima is currently seeking a development partner to take CVac forward in additional clinical trials.

Operations Summary

Prima BioMed has administrative offices in Sydney, Australia and Berlin, Germany. With the acquisition of Immutep in December 2014, we also have a small office and laboratory located in Paris for the conduct of research and development relating to the LAG-3 program. We have access to a facility in Leipzig, Germany for management of our supply chain and logistics and manufacturing of CVac.

As of June 30, 2015, we employed 21 people. Our internal staff manages finances, business development, intellectual property, investor relations, CVac product development, manufacturing, and clinical development and also IMP321 manufacturing and clinical development. We make extensive use of outside contractors and consultants to help manage manufacturing and clinical trials.

Strategic Refocus

In February 2015, the Company announced a decision to strategically refocus the clinical development program in order to save costs. The costs of developing personalized cellular therapeutics are extremely high and the timelines for developing CVac were starting to become unrealistic due to recruitment and regulatory setbacks. A decision was made to consolidate the data from all of the trials and that on the back of upcoming CAN-003 overall survival data, a partner would be sought to try to continue these clinical trials. In addition, the supply chain and logistics platform developed throughout the clinical trials of CVac would also be of commercial value and partners would be sought to out-license the iCAN software platform developed in conjunction with Database Integration Software Inc (DBI) in the US.

The Company believes the future focus of their clinical development programs lies in the LAG-3 assets. With a number of these assets already partnered, there is less risk attached to the development of these products. The IMP321 product is a less expensive and labor intensive product to develop and we believe it will have a faster development time thereby potentially realizing shareholder value sooner.

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IMP321 Clinical Development

Prima BioMed’s lead program is the development of IMP321 in partnership with Eddingpharm for China, including Macau and Hong Kong, and Taiwan. As part consideration for the collaboration agreement with Eddingpharm, GMP grade IMP321 material has been manufactured at no cost to Prima in preparation for two clinical trials: one termed AIPAC in metastatic breast cancer in conjunction with chemotherapy and the second in combination with an undisclosed immune checkpoint inhibitor. The trials are expected to commence in late 2015 or in 2016. Meetings have taken place with the European Medicines Agency (EMA) in regard to protocol design of the AIPAC study and the EMA have shown their support of the design, although a scientific advice is not legally binding.

IMP731 Clinical Development

In January 2015, Prima announced a single digit million USD milestone payment by GlaxoSmithKline (GSK) for the development of GSK2831781 in first time in human clinical trials (see NCT02195349 at clinicaltrials.gov). Prima’s subsidiary Immutep licensed IMP731 to GSK in 2010 for the development of depleting antibodies that target LAG-3. The technology has potential application foremost in autoimmunity.

IMP701 Clinical Development

IMP701 is an antagonist antibody targeting the LAG-3 molecule and has applications for the treatment of cancer. It works to block the negative signal that cancer cells can give cytotoxic T cells to stop them from responding to the cancer. In 2012, Prima’s subsidiary Immutep licensed the IMP701 technology to Costim Pharmaceuticals. In 2014, Costim was acquired by Novartis for an undisclosed sum. Novartis have been conducting pre-clinical development of IMP701 and a Phase I started in August 2015.

CVac Clinical Development for the Treatment of Ovarian Cancer Patients in Remission

Prior to the acquisition of Immutep, Prima BioMed’s lead program was the treatment of epithelial ovarian cancer patients who were in complete second remission. This disease represents a significant unmet medical need due to the high relapse rates and high morbidity associated with the disease. Prima BioMed had obtained orphan indication designation in both the United States and Europe. Fast Track designation was also granted in the United States in May 2014. Please see the sections titled “Regulatory Authorities—Fast Track Designation” and “—Orphan Drug Designations.”

After completing a strategic review of the assets of the Company after acquiring Immutep last year, a decision was made to consolidate the data collected in the CVac clinical trial program and to seek a development partner to continue the programs. Please see the section titled “Strategic Refocus”

CAN-003 Phase 2 Study

In October and November 2012, we reported encouraging interim data from our ongoing phase II trial of CVac as maintenance treatment of epithelial ovarian cancer (the CAN-003 study). Data suggested that CVac has minimal side effects and none of the toxicity one would expect with more traditional cancer therapies. We saw encouraging trends of increasing progression free survival (PFS) as assessed by “days on study” as the data was too immature for full Kaplan Meier analysis. In the immune monitoring completed for the first cohort of seven patients tested, we assessed a CVac-induced killer T cell response that was specific to mucin 1 (this is the antigen target on the cancer cells).

In September 2013, we announced top-line results of our CAN-003 trial. Results indicated that CVac was well tolerated by patients, with only one serious adverse event marked as possibly related to CVac treatment. The majority of adverse events were considered mild and transient in nature. While there was expected biological variability, trial data indicated that CVac induced a T cell response specific to mucin 1. This is considered to be a positive signal of the immune activity of CVac. The estimate of progression-free survival of the entire ovarian cancer patient trial population resulted in no observed difference between the CVac treated patients and the control arm on the CAN-003 study, however analysis of the stratified population (first remission patients and second remission patients) indicated a positive trend in the Kaplan Meier (HR=0.5, p =0.2) in PFS for the second remission patients.

In May 2014, Prima reported final PFS data confirming that second remission patients experienced a clinically meaningful disease free period of at least 8 months compared with standard of care patients. There was also a suggestion at this time that there was some benefit to overall survival in the treatment arm. No PFS benefit was seen by first remission patients. Final OS data was reported in May 2015, confirming that second remission patients receiving CVac experienced a trend towards improved median OS with greater than 16 months OS experienced by the treatment arm. The trial concluded that CVac was safe and well tolerated and showed clear signs of clinical efficacy.

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CAN-004 Phase 2/3 Study (“CANVASCAN-004 Phase 2/3 Study (“CANVAS”)

The CANVAS trial was designed to assess CVac in patients in first remission and to evaluate PFS as the primary endpoint. Based on the topline CAN-003 data indicating that first remission patients showed no measurable benefit with respect to PFS and an unknown benefit with respect to OS, Prima BioMed suspended enrollment of new first remission patients on to that trial. The protocol was reviewed by advisors and key opinion leaders and amended to focus on second line remission patients based on the CAN-003 data. In order to minimize costs while maintaining sufficient ability to service patients for our clinical trials, we consolidated our operations and manufacturing into Europe. The amended protocol was submitted to the relevant regulators within each country we were intending to conduct our clinical trials and ethics committees for approval, clinical centers were re-educated and trained on the new protocol.

Recruitment throughout 2014 was unfortunately much slower than anticipated in the second remission cohort. Regulatory delays for ethics approvals were experienced and political instability in the Ukraine during this period also hindered patient recruitment. A decision to terminate the trial was made in February 2015. Patients were assessed for a final safety visit, the database locked in May 2015 and the CSR filed to all relevant authorities in August 2015. Due to the incomplete enrolment there is no efficacy analysis but CVac continues to show an excellent safety profile.

CAN-301 Phase 2 Pancreatic Trial

In November 2013, we announced our plans to move forward with a 40-patient pilot, multicenter, single-arm trial of CVac for the maintenance treatment of resected pancreatic cancer patients to assess OS, PFS, adverse events, and immune monitoring. CAN-301was a pilot Phase 2 Trial of CVac (in patients with Resected Stage I or Stage II Adenocarcinoma (Cancer) of the Pancreas, which has been designed as a pilot study to initially assess: a) the safety and tolerability of CVac; b) duration of PFS and OS following the initiation of CVac administration; c) to evaluate the time to next treatment (TTNT); d) to evaluate immunologic response to CVac administration in this patient population; e) to investigate biomarkers, including tumor and immune characteristics, of clinical efficacy of CVac in this patient population; and f) to assess the change in quality of life (QoL) following the initiation of CVac administration in this patient population.

Regulatory approval to commence the trial was received in 2014 and the trial initiated in December 2014 to recruit patients at a number of sites in Europe. With the decision to consolidate the CVac clinical program in February 2014, and with no patients screened or randomized, this trial was terminated early.

Personalized Immunocellular Therapeutics

To successfully produce and develop a personalized immunocellular therapeutic such as CVac, we have made significant investments in the technology and manufacturing processes that underpin our business. During fiscal 2015, we continued our efforts to optimize our operational platform. Whilst we have made significant progress in reducing the cost of manufacturing for CVac over the years and have developed expertise in the highly specialized area of manufacturing for personalized immunocellular therapeutic products, our plan is to now source a business development partner to continue with the progress we have made to date.

A significant part of the costs of these optimization testing programs have been co-funded by collaboration partners, most importantly the SAB in Germany.

Intellectual Property

The Immutep patent portfolio is extensive with 11 families at the time of the acquisition in December 2014. Five patent families are licensed from Merck Serono and cover the background LAG-3 intellectual property. One family is licensed from a Paris University and another family is jointly owned with the Institut national de la santé et de la recherche médicale (INSERM) in Paris and is licensed to GSK. The remaining families are fully owned by Immutep and two new provisional applications have been filed since the acquisition of Immutep. The portfolio provides strong protection for the use of IMP321 and the licensed assets.

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CVac is protected in the major markets and a number of other countries by one patent family licensed from the Burnet Institute in Melbourne, Australia. The patents provide claims for producing dendritic cells treated with mannan fusion protein (M-FP) and reinjecting the treated cells back into patients.

In addition, CVac’s designation as an orphan product in ovarian cancer indications in the United States and Europe could provide market exclusivity for 7 and 10 years, respectively, in those regions. During the seven-year period in the United States, the FDA may not finally approve any other applications to market the same drug for the same disease, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent FDA from approving a different drug for the same disease or condition, or the same drug for a different disease or condition. Please see the section titled “Regulatory Authorities—Orphan Drug Designations.”

In addition to patent protection for all of our assets, we rely on unpatented trade secrets, know-how and other confidential information as well as proprietary technological innovation and expertise that are protected in part by confidentiality and invention assignment agreements with our employees, advisors and consultants.

Patent matters in biotechnology are highly uncertain and involve complex legal and factual questions. The availability and breadth of claims allowed in biotechnology and pharmaceutical patents cannot be predicted. Statutory differences in patentable subject matter may limit the protection Prima BioMed can obtain on some or all of their licensed inventions or prevent us from obtaining patent protection either of which could harm our business, financial condition and results of operations. Since patent applications are not published until at least 18 months from their first filing date and the publication of discoveries in the scientific literature often lags behind actual discoveries, we cannot be certain that we, or any of our licensors, were the first creator of inventions covered by pending patent applications, or that we or our licensors, were the first to file patent applications for such inventions. Additionally, the grant and enforceability of a patent is dependent on a number of factors that may vary between jurisdictions. These factors may include the novelty of the invention, the requirement that the invention not be obvious in the light of prior art (including prior use or publication of the invention), the utility of the invention and the extent to which the patent clearly describes the best method of working the invention. In short, this means that claims granted in various territories may vary and thereby influence commercial outcomes.

While we have applied and will continue to file for protection as appropriate for our therapeutic products and technologies, we cannot be certain that any future patent applications filed by the company, or licensed to us, will be approved, or that Prima BioMed will develop additional proprietary products or processes that are patentable or that we will be able to license any other patentable products or processes. Prima BioMed cannot be certain that others will not independently develop similar products or processes, duplicate any of the products or processes developed or being developed by the company or licensed to us, or design around the patents owned or licensed by us, or that any patents owned or licensed by us will provide us with competitive advantages.

Furthermore, we cannot be certain that patents held by third parties will not prevent the commercialization of products incorporating the technology developed by us or licensed to us, or that third parties will not challenge or seek to narrow, invalidate or circumvent any of the issued, pending or future patents owned or licensed by us.

Our commercial success will also depend, in part, on our ability to avoid infringement of patents issued to others. If a court determines that we were infringing any third party patents, we could be required to pay damages, alter our products or processes, obtain licenses or cease certain activities. We cannot be certain that the licenses required under patents held by third parties would be made available on terms acceptable to us or at all. To the extent that we are unable to obtain such licenses, we could be foreclosed from the development, export, manufacture or commercialization of the product requiring such license or encounter delays in product introductions while we attempt to design around such patents, and any of these circumstances could have a material adverse effect on our business, financial condition and results of operations. We may have to resort to litigation to enforce any patents issued or licensed to us or to determine the scope and validity of third party proprietary rights. Such litigation could result in substantial costs and diversion of effort by us. We may have to participate in opposition proceedings before the Australian Patent and Trademark Office or another foreign patent office, or in interference proceedings declared by the United States Patent and Trademark Office, to determine the priority of invention for patent applications filed by competitors. Any such litigation interference or opposition proceeding, regardless of outcome, could be expensive and time consuming, and adverse determinations in any such proceedings could prevent us from developing, manufacturing or commercializing our products and could have a material adverse effect on our business, financial condition and results of operations.

CVac is a registered trademark in Australia, the United States, Europe, New Zealand, China, and the UAE. Immutep is a registered trademark in France. The Company owns both of these trademarks in these jurisdictions.

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Patent Portfolio

The following table presents our portfolio of patents and patent applications, including their status (as at June 30, 2015) and a brief description of their respective subject matter.

Patent Family	Title	Status	Expires
Family 251 (Serono)	Proteins produced by human lymphocytes, DNA sequences coding these proteins and pharmaceutical and biological uses thereof	Granted x2 USA	June 2015 and Feb 2016
Family 299 (Serono)	LAG-3 protein soluble polypeptide fractions, methods of production, therapeutic composition and anti-idiotype antibody	Granted: Australia, Sth Africa, Norway, Europe, Japan, Republic of Korea, Mexico, Canada, China, Israel, Russian Federation, Singapore, USA x3	2015-2016
Family 308 (Serono)	Methods for detecting, isolating and selectively labelling and targeting TH1 lymphocytes by means of LAG-3 protein	Australia, Europe, Israel, USA	2019
Family 338 (Serono)	Mutants of LAG-3 proteins, products of the expression of these mutants and use	Granted USA	2025
Family 356 (Serono)	Use of MHC Class II ligands as adjuvant for vaccination and of LAG-3 in cancer treatment	Granted Europe x2, Canada x2, Israel, Japan, Republic of Korea, Singapore, Australia, China, Hong Kong, Mexico, USA x 2	2023
Family 400 (IGRD and Paris XI)	Molecules binding to Glu-Pro motifs, therapeutical compositions containing them and their applications	Granted Europe	2019
Family 500 (Immutep)	Vaccine composition comprising a class II MHC ligand couples with an antigen, method for the preparation and the use thereof	Granted Canada, Europe, Japan, USA(pending)	2024
Family 550 (Joint with INSERM)	Cytotoxic anti-LAG-3 monoclonal antibody and its use in the treatment or prevention of organ transplant rejection and autoimmune disease	Pending Canada, China, Europe, Japan, USA	2027
Family 600 (Immutep	Compositions containing LAG-3 and cells that secrete GM-CSF and the methods of use	Granted USA	2028
Family 650	Use of recombinant LAG-3 or the derivatives thereof for eliciting monocyte immune response	Granted Australia, Europe. Pending China, Europe (x4), Japan x2, USA	2028
Family 660	Combined preparations for the treatment of cancer	Provisional	N/A
Family 670	Undisclosed	Provisional	N/A
Family 3
Ex vivo cell therapy	Method of producing dendritic cells pulsed with MFP (family 1).	Granted in Australia, Austria, Belgium, Canada, Denmark, France, Germany, Italy, Ireland, Japan (x2), Luxemburg, Spain, Sweden, Switzerland, Netherlands, Canada, USA and UK.	2018 (expires 2022 in USA)

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Material Contracts Related to Intellectual Property and Commercialization

Serono License Agreement

On 9 December 2002, Ares Trading SA (a fully owned subsidiary of Serono, now Merck Serono) and Immutep SA entered into an exclusive Licence Agreement for the development of the LAG-3 technology. The license covers use of background patents and know-how necessary for the development of certain LAG-3 products. Confidential milestones and royalties are payable to Serono while the patent or know-how license is in force. As the license is exclusive it provides a greater level of protection to the development of LAG-3 products. The license is sub-licensable and has been sublicensed in Agreements with GSK, Co-Stim and Eddingpharm. Improvements to the technology and new developments in intellectual property covered by the license are the property of Immutep.

INSERM Transfert License Agreement

On 5 July 2010, Immutep SA and the Institut national de la santé et de la recherche médicale (INSERM) entered into a Commercial Co-ownership and Exploitation Agreement relating to cytotoxic LAG-3 antibodies that were co-developed by the parties. Immutep has full commercial development rights to the antibodies and will pay INSERM Transfert an undisclosed royalty and a single milestone in the event of commercialization of these antibodies that have now been licensed to GSK.

GSK License Agreement

On 13 December 2010, Immutep SA entered into a License and Research Collaboration Agreement with Glaxo Smith Kline (GSK) in the UK for the development of cytotoxic depleting antibodies to LAG-3. The exclusive license provides rights to the depleting antibody and access to the Serono IP and know-how. It also provides potential future milestone payments to Immutep totalling up to £64 million and royalties if all objectives are achieved.

CoStim/Novartis License Agreement

On 28 September 2012, Immutep SA and CoStim Pharmaceuticals (now a fully owned subsidiary of Novartis) entered an exclusive license and collaboration agreement for development of humanized antagonist antibodies to LAG-3. The Agreement also provides a sub-license to the know-how and IP from the Serono Agreement. Undisclosed milestones and royalties are payable on the successful achievement of development milestones.

Eddingpharm License Agreement

In May 2013, Eddingpharm and Immutep entered an exclusive License Agreement for the development of the IMP321 product for China, including Macau and Hong Kong, and Taiwan. In part consideration for the transaction, Eddingpharm has paid for the manufacture of IMP321 GMP grade material for the conduct of further clinical trials of IMP321. Immutep will provide expertise to assist Eddingpharm to achieve registration of IMP321 in the Asian territories. Further milestones and royalties are payable on the successful achievement of specific development milestones.

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Third party licensing and distribution agreements

Immutep has entered into a number of purchase agreements and licensing and distribution agreements with third parties that relate to the manufacturing of research reagent useful for research and development related to LAG-3 by scientists. In some instances, the third party has a license for manufacturing these products themselves while in other cases, Immutep provides the manufactured material and the third party distributes the products. These licenses are based on a sub-license of the Serono background patents and therefore milestones and royalties on sales of these products will return to Serono. These third parties include R&D Systems, Innoxis and Enzo. These agreements have generated modest revenues that collectively amount to approximately €100,000 per year.

Biomira License Agreement

In March 2004, Cancer Vac Pty Ltd (then a wholly owned subsidiary of Prima BioMed Ltd, which has since been deregistered) entered into a Licence and Development Agreement with a Canadian company, Biomira Inc. (now known as Oncothyreon Inc.), regarding a license under mucin 1 peptide patents. These mucin 1 peptide patents are owned by the Imperial Cancer Research Technology (ICRT) Limited, an English Research Organisation, and were exclusively licensed to Biomira. As partial consideration for the Agreement, Biomira became a shareholder of Cancer Vac Pty Ltd and milestones and royalties as per the Licence Development Agreement were agreed. The original Agreement was subsequently amended on several occasions.

In October 2013, the Biomira License Agreement was terminated. As of the termination date, we had no further obligations to Oncothyreon Inc.

Burnet/ARI License Agreement

In May 2001, a Technology License Agreement between the Burnet Institute (the Austin Research Institute at that time) and its wholly-owned subsidiary Ilexus Pty Ltd and Prima BioMed and Cancer Vac Pty Ltd. was executed. A number of variations and novations have occurred with the most significant changes made in August 2005. The 2005 variation provides Cancer Vac (subsequently novated to Prima BioMed Ltd in April 2012) with an exclusive worldwide right to conduct research and development on the licensed technology and to commercialize the background technology in the field of cancer. Improvements to the background technology and research results arising from Prima BioMed’s own development programs will be owned by Prima BioMed.

The Burnet Institute is entitled to receive a single digit royalty on any income received by Prima BioMed through the commercialization of the background technology, or research results and background technology improvements that arose out of a specific research and development program while the patents remain in force. In the event that there is a trade sale of the technology, the Burnet Institute will be entitled to a single digit percentage of the consideration. Unless terminated earlier, this agreement will continue in force for the duration of the patents/patent applications. Either party may terminate this agreement upon written notice to the other party for the other party’s uncured material breach, bankruptcy or cessation of business.

Neopharm Supply and Distribution Agreement

In February 2014, Neopharm and Prima entered into an exclusive supply and manufacturing Agreement whereby Prima granted Neopharm the exclusive right to distribute the CVac product in Israel and Palestine for treatment of cancer. Prima will provide support and data for Neopharm to obtain marketing authorisation of CVac in these territories. Upon approval, Prima will then manufacture CVac for Neopharm for treatment of patients. Prima and Neopharm will share net profits 50/50.

Competition

We expect to face competition from other pharmaceutical companies and academic institutions that are developing comparable products including LAG-3 antibodies, cell therapies and ovarian cancer maintenance therapies in second remission patients. We believe the competitive position of Prima BioMed in the face of such competition will be driven by a number of factors including the safety and efficacy of IMP321 and CVac compared with competing products, the price value analysis, adoption by patients and physicians, timing of entry into the market in each indication, and the timing of regulatory approvals and influence of regulatory approvals such as orphan designation. The need to continuously improve and optimize manufacturing costs is also expected to be crucial to remaining competitive.

Current treatments for metastatic breast cancer include chemotherapies/cytotoxics, parp inhibitors, angiogenesis inhibitors and immunotherapies. The competitive space for checkpoint inhibitors, including LAG-3, is constantly growing. IMP321 is a first in class molecule with limited direct competition. The Company believes there is significant potential for combining an immune activator with other treatment modalities including chemotherapies and checkpoint inhibitors to achieve enhanced therapeutic success.

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There are a number of companies developing LAG-3 antibodies that are more advanced than that being developed by Novartis but the safety and efficacy of these candidates remains to be seen.

Treatments for ovarian cancer include chemotherapeutics, angiogenesis inhibitors and antibody therapies. In the ovarian cancer maintenance therapy space, there is currently only one approved treatment known as Olaparib® for platinum sensitive patients however this is for a subgroup of patients that possess a specific genetic mutation in the BRCA gene and is not the group of patients that CVac is targeting. In Australia, there is an approval for Avastin® for the maintenance therapy of recurrent ovarian cancer patients that are platinum sensitive however in Europe and the US this approval is limited for platinum resistant patients due to the side effects from this treatment.

Regulatory Authorities

Our ongoing research and development activities, production, and marketing of our pharmaceutical product is subject to regulation by numerous governmental authorities, including (i) in Australia, principally the Therapeutics Goods Administration, or TGA; (ii) in the United States, principally the Food and Drug Administration, or FDA; and (iii) in Europe, principally the European Medicines Agency, or EMEA.

United States

Government oversight of the pharmaceutical industry is usually classified into pre-approval and post-approval categories. Most of the therapeutically significant innovative products marketed today are the subject of New Drug Applications, or NDAs, or Biologics License Applications, or BLAs. Preapproval activities, based on these detailed applications, are used to assure the product is safe and effective before marketing.

In the United States, The Centre for Biologics Evaluation and Research, or CBER, is the FDA organization responsible for vaccines, blood and biologics evaluation and approval. The FDA may inspect and audit the development facilities, planned production facilities, clinical trial sites and laboratory facilities. After the product is approved and marketed, the FDA uses different mechanisms for assuring that firms adhere to the terms and conditions of approval described in the application and that the product is manufactured in a consistent and controlled manner. This is done by periodic unannounced inspections of production and quality control facilities by FDA’s field investigators and analysts.

Federal Food, Drug and Cosmetic Act and Public Health Service Act

Prescription drug and biologic products are subject to extensive pre- and post-market regulation by the FDA, including regulations that govern the testing, manufacturing, safety, efficacy, labeling, storage, record keeping, advertising and promotion of such products under the Federal Food, Drug and Cosmetic Act, the Public Health Service Act, and their implementing regulations. The process of obtaining FDA approval and achieving and maintaining compliance with applicable laws and regulations requires the expenditure of substantial time and financial resources. Failure to comply with applicable FDA or other requirements may result in refusal to approve pending applications, a clinical hold, warning letters, civil or criminal penalties, recall or seizure of products, partial or total suspension of production or withdrawal of the product from the market. FDA approval is required before any new drug or biologic, including a new use of a previously approved drug, can be marketed in the United States. All applications for FDA approval must contain, among other things, information relating to safety and efficacy, stability, manufacturing, processing, packaging, labeling and quality control.

Biologic License Applications (BLAs)

The FDA’s BLA approval process generally involves:

• completion of preclinical laboratory and animal testing in compliance with the FDA’s good laboratory practice, or GLP, regulations;

• submission to the FDA of an IND for human clinical testing, which must become effective before human clinical trials may begin in the United States;

• performance of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed biologic product for each intended use;

• satisfactory completion of an FDA pre-approval inspection of the facility or facilities at which the product is manufactured to assess compliance with the FDA’s cGMP regulations; and

• submission to and approval by the FDA of a BLA.

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The manufacturing and quality, as well as preclinical and clinical testing and approval process requires substantial time, effort and financial resources, and we cannot guarantee that approval for our product candidate will be granted on a timely basis, if at all. Preclinical tests include laboratory evaluation of toxicity and immunogenicity in animals. The results of preclinical tests, together with manufacturing information and analytical data, are submitted as part of an IND application to the FDA. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns. Further, an independent institutional review board, or IRB, covering each medical center proposing to conduct clinical trials must review and approve the plan for any clinical trial before it commences at that center and it must monitor the study until completed. The FDA, the IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk. Clinical testing also must satisfy extensive Good Clinical Practice, or GCP, regulations, which include requirements that all research subjects provide informed consent and that all clinical studies be conducted under the supervision of one or more qualified investigators.

For purposes of an NDA submission and approval, human clinical trials are typically conducted in the following sequential phases, which may overlap:

• Phase I: Trials are initially conducted in a limited population to test the product candidate for safety and dose tolerance.

• Phase II: Trials are generally conducted in a limited patient population to identify possible adverse effects and safety risks, to determine the initial efficacy of the product for specific targeted indications and to determine dose tolerance and optimal dosage. Multiple Phase II clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more extensive Phase III clinical trials.

• Phase III: These are commonly referred to as pivotal studies. When Phase II evaluations demonstrate that a dose range of the product is effective and has an acceptable safety profile, Phase III clinical trials are undertaken in large patient populations to further evaluate dosage, to provide substantial evidence of clinical efficacy and to further test for safety in an expanded and diverse patient population at multiple, geographically-dispersed clinical trial sites. Generally, replicate evidence of safety and effectiveness needs to be demonstrated in two adequate and well-controlled Phase III clinical trials of a product candidate for a specific indication. These studies are intended to establish the overall risk/benefit ratio of the product and provide adequate basis for product labeling.

• Phase IV: In some cases, the FDA may condition approval of a BLA on the sponsor’s agreement to conduct additional clinical trials to further assess the product’s safety, purity and potency after BLA approval. Such post-approval trials are typically referred to as Phase IV clinical trials.

Progress reports detailing the results of the clinical studies must be submitted at least annually to the FDA and safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events. Concurrent with clinical studies, sponsors usually complete additional animal studies and must also develop additional information about the product and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final product. Moreover, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

The results of product development, preclinical studies and clinical trials, along with the aforementioned manufacturing information, are submitted to the FDA as part of a BLA. BLAs must also contain extensive manufacturing information. Under the Prescription Drug User Fee Act, or PDUFA, the FDA agrees to specific goals for BLA review time through a two-tiered classification system, Standard Review and Priority Review. Standard Review is applied to products that offer, at most, only minor improvement over existing marketed therapies. Standard Review BLAs have a goal of being completed within a ten-month timeframe, although a review can take a significantly longer amount of time. A Priority Review designation is given to products that offer major advances in treatment, or provide a treatment where no adequate therapy exists. A Priority Review means that the time it takes the FDA to review a BLA is six months. It is likely that our product candidate will be granted a Standard Review. The review process is often significantly extended by FDA requests for additional information or clarification. The FDA may refer the application to an advisory committee for review, evaluation and recommendation as to whether the application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations.

The FDA may deny approval of a BLA if the applicable regulatory criteria are not satisfied, or it may require additional clinical data or additional pivotal Phase III clinical trials. Even if such data are submitted, the FDA may ultimately decide that the BLA does not satisfy the criteria for approval. Data from clinical trials are not always conclusive and the FDA may interpret data differently than we do. Once issued, product approval may be withdrawn by the FDA if ongoing regulatory requirements are not met or if safety problems occur after the product reaches the market. In addition, the FDA may require testing, including Phase IV clinical trials, Risk

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Evaluation and Mitigation Strategies, or REMS, and surveillance programs to monitor the effect of approved products that have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs. Products may be marketed only for the approved indications and in accordance with the provisions of the approved label. Further, if there are any modifications to the drug, including changes in indications, labeling or manufacturing processes or facilities, approval of a new or supplemental BLA may be required, which may involve conducting additional preclinical studies and clinical trials.

Other U.S. Regulatory Requirements

After approval, products are subject to extensive continuing regulation by the FDA, which include company obligations to manufacture products in accordance with GMP, maintain and provide to the FDA updated safety and efficacy information, report adverse experiences with the product, keep certain records and submit periodic reports, obtain FDA approval of certain manufacturing or labeling changes and comply with FDA promotion and advertising requirements and restrictions. Failure to meet these obligations can result in various adverse consequences, both voluntary and FDA-imposed, including product recalls, withdrawal of approval, restrictions on marketing, and the imposition of civil fines and criminal penalties against the BLA holder. In addition, later discovery of previously unknown safety or efficacy issues may result in restrictions on the product, manufacturer or BLA holder.

We, and any manufacturers of our products, are required to comply with applicable FDA manufacturing requirements contained in the FDA’s GMP regulations. GMP regulations require, among other things, quality control and quality assurance as well as the corresponding maintenance of records and documentation. The manufacturing facilities for our products must meet GMP requirements. We, and any third-party manufacturers, are also subject to periodic inspections of facilities by the FDA and other authorities, including procedures and operations used in the testing and manufacture of our products to assess our compliance with applicable regulations.

With respect to post-market product advertising and promotion, the FDA imposes a number of complex regulations on entities that advertise and promote pharmaceuticals, which include, among others, standards for direct-to-consumer advertising, promoting products for uses or in patient populations that are not described in the product’s approved labeling (known as “off-label use”), industry-sponsored scientific and educational activities, and promotional activities involving the Internet. Failure to comply with FDA requirements can have negative consequences, including adverse publicity, enforcement letters from the FDA, mandated corrective advertising or communications with doctors and civil or criminal penalties. Although physicians may prescribe legally available drugs for off-label uses, manufacturers may not market or promote such off-label uses.

Changes to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes or facilities, require submission and FDA approval of a new BLA or BLA supplement before the change can be implemented. A BLA supplement for a new indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures and actions in reviewing BLA supplements as it does in reviewing BLAs.

Adverse event reporting and submission of periodic reports is required following FDA approval of a BLA. The FDA also may require post-marketing testing, known as Phase IV testing, risk mitigation strategies, and surveillance to monitor the effects of an approved product or place conditions on an approval that could restrict the distribution or use of the product.

European Union

In addition to regulations in the United States, we are subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials vary greatly from country to country.

Under European Union regulatory systems, we must submit and obtain authorization for a clinical trial application in each member state in which we intend to conduct a clinical trial. After we have completed our clinical trials, we must obtain marketing authorization before we can market our product. We may submit applications for marketing authorizations either under a centralized or decentralized procedure. The centralized procedure provides for the grant of a single marketing authorization that is valid for all European Union member states. The decentralized procedure provides for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit an application to the remaining member states. Within 90 days of receiving the applications and assessment report, each member state must decide whether to recognize approval. If a member state objects to the approval, an arbitration process is initiated and the final decision is made by the European Commission on the basis of an opinion of the Committee for Proprietary Medicinal Products for Human Use, or CHMP. The mutual recognition procedure may be used more than once for subsequent applications to other member states in relation to the same product candidate.

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The European Medicines Agency, or EMA, is a decentralized body of the European Union located in London. The EMA is responsible for the scientific evaluation of medicines developed by pharmaceutical companies for use in the European Union. The EMA is involved in the scientific evaluation of medicines that fall within the scope of the centralized procedure. However, other medicines that do not fall within this scope are marketed in the European Union either in individual member states, in accordance with their national authorization procedures, or in multiple member states through the decentralized or mutual-recognition procedures. The EMA only becomes involved in the assessment of such medicines when they have been referred to the EMA due to a disagreement between two or more member states about the authorization or use of the medicine, or due to some other issue that requires resolution in the interest of protecting public health. Like the FDA there is a harmonization between regulators and the EMA may inspect and audit the development facilities, planned production facilities, clinical trial sites and laboratory facilities. Additionally, after the product is approved and marketed, the EMA uses different mechanisms for assuring that firms adhere to the terms and conditions of approval described in the application and that the product is manufactured in a consistent and controlled manner. This is done by periodic unannounced inspections of production and quality control facilities.

Australia

In Australia, the relevant regulatory body responsible for the pharmaceutical industry is the Therapeutics Goods Administration, or TGA. Blood, blood components, plasma derivatives, tissue and cellular products, and tissue and cell based derivatives are regulated under the Therapeutic Goods Act 1989. As with the EMA and FDA there is a harmonization and collaboration between regulatory authorities. The CTN filing in Australia references the US FDA IND but separately requires a TGA manufacturing authorization to permit manufacture of products in Australia.

Third-Party Payer Coverage and Reimbursement

Although our product candidate has not been commercialized for any indication, if they are approved for marketing, commercial success of our product candidate will depend, in part, upon the availability of coverage and reimbursement from third-party payers at the federal, state and private levels.

Fast Track Designation

In May 2014, the FDA granted fast track designation to the CVac clinical development program at Prima BioMed. Established under the FDA Modernization Act of 1997, fast track is a process designed to facilitate the development, and expedite the review of drugs to treat serious conditions and fill an unmet medical need. The purpose is to get important new drugs to the patient earlier. Fast track designation is reserved for therapies that attempt to treat diseases where no other therapy is available or where the Fast track therapy shows some advantages over available therapy.

Fast track designation confers some or all of the following benefits: more frequent meetings with FDA to discuss the drug’s development plan and ensure collection of appropriate data needed to support drug approval, more frequent written correspondence from FDA about such things as the design of the proposed clinical trials and use of biomarkers, eligibility for Accelerated Approval and Priority Review, if relevant criteria are met, and Rolling Review, which means that a drug company can submit completed sections of their Biological License Application (BLA) or New Drug Application (NDA) for review by FDA, rather than waiting until every section of the application is completed before the entire application can be reviewed. However, there can be no assurance that a drug that has been granted fast track designation will be reviewed or approved (if at all) more expeditiously than would otherwise have been the case.

Orphan Drug Designations

CVac was granted orphan drug designation by the FDA in September 2010. Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition—generally a disease or condition that affects fewer than 200,000 individuals in the U.S. Orphan drug designation is intended to provide incentives to encourage companies to pursue cures and treatments for rare diseases by providing major benefits during the product commercialisation process. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the generic identity of the drug and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. The first NDA applicant to receive FDA approval for a particular active ingredient to treat a particular disease with FDA orphan drug designation is entitled to a seven-year exclusive marketing period in the U.S. for that product, for that indication. During the seven-year exclusivity period, the FDA may not finally approve any other applications to market the same drug for the same disease, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent FDA from approving a different drug for the same disease or condition, or the same drug for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain research and a waiver of the NDA application user fee.

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In June 2010 CVac was also granted “Orphan Medicinal Product Designation” by the European Medicines Agency (EMA). This designation also provides major benefits during product commercialisation. Key incentives include the exclusive rights to the cure or treatment for a specific condition for 10 years post approval to commercially market CVac and the provision of tax reductions.

Inflation and Seasonality

Management believes inflation has not had a material impact on our operations or financial condition. Management further believes that our operations are not currently subject to seasonal influences due to our current lack of marketed products. Moreover, cancer, which is the target of our products, is not a seasonal disease. Accordingly, once we have marketed products, management does not expect that our business will be subject to seasonal influences.

Manufacturing and Raw Materials

Prima BioMed has no manufacturing capabilities and is dependent on third parties for cost effective manufacture and manufacturing process development of their product candidates. Problems with third party manufacturers or the manufacturing process as such may delay clinical trials and commercialization of Prima BioMed’s product candidates.

Biological product candidates like CVac, IMP731, IMP701 or IMP321 usually have more complicated manufacturing procedures than chemically produced therapies. The change of manufacturing partners, manufacturing process changes or changes of other nature could impact the product quality and affect the comparability of different product batches. A lack of comparability could significantly impact the development timelines and could even lead to a situation where regulatory bodies require additional or new pre-clinical or clinical development.

With consolidation of the CVac program, we have terminated all contracts for the manufacture of CVac, including our contracts with Cell Therapies Pty Ltd in Australia, Fraunhofer Institute for Cell Therapy and Immunology (“FIZI”) in Germany, and Progenitor Cell Therapy LLC (“PCT”) in the United States.

C. Organizational Structure

Our research and development activities were initially conducted via four of our wholly owned Australian subsidiaries but as these activities ceased in July 2010 we deregistered three of these subsidiaries. Oncomab Pty Ltd, Panvax Pty Ltd and Arthron Pty Ltd were deregistered on July 31, 2013.

In October 2009, Prima BioMed Europe Limited, a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in the United Kingdom. In April 2010, Prima BioMed USA Inc., a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in the United States. In September 2010, Prima BioMed GmbH, a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in Germany, and also in May 2011, Prima BioMed Middle East FZ LLC, a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in the United Arab Emirates. These subsidiaries were established to allow us to conduct commercial and clinical operations in Europe, the United States, and the UAE. However, Prima BioMed Europe Limited was dissolved in June 2012 and Prima BioMed Middle East FZ LLC is in the process of being dissolved. In November 2011, Prima BioMed Australia Pty Ltd, a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in Australia, and—in November 2011, Prima BioMed IP Pty Ltd, a 100% owned subsidiary of Prima BioMed Ltd, was incorporated in Australia. In December 2014, Immutep S.A.S, incorporated in France was acquired to become a 100% owned subsidiary of Prima BioMed Ltd.

D. Property, Plants and Equipment

We own computer equipment, office furniture and laboratory equipment placed at our own offices and laboratories and to a much smaller extent our contract manufacturers’ facilities.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Foreign Currency Risk

We operate internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and Euro.

We seek to minimise potential adverse effects arising from exchange rate fluctuations on our financial performance. We consider using derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures from time to time. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. There were no derivative financial instruments held by us as at 30 June 2015.

Governmental Policies

Our ongoing research and development activities, production, and marketing of our pharmaceutical product is subject to regulation by numerous governmental authorities: (i) in Australia, principally the Therapeutics Goods Administration, or TGA; (ii) in the United States, principally the Food and Drug Administration, or FDA; and (iii) in Europe, principally the European Medicines Agency, or EMEA. Also, our ability to commercially exploit our products successfully will depend in part on the extent to which reimbursement for the cost of our products and related treatment will be available from government health administration authorities, private health coverage insurers and other organizations.

The Australian Government tax incentive scheme relating to eligible research and development activities is expected to provide us with significant benefits in future years. Such eligible R&D activities include but are not limited to:

a. Core activities, which are experimental activities whose outcome cannot be known or determined in advance, but can only be determined by applying a systematic progression of work;

b. Core activities conducted for the purpose of generating new knowledge (including new knowledge in the form of new or improved processes and materials); or

c. Supporting activities that are directly related and designed to support the above (a) and (b).

For further information regarding governmental economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, our operations or our shareholders’ investments, see Item 3.D “Risk Factors – Risks Related to Our Business,” “– Risks Relating to Our Location in Australia” and “Item 10.E Additional Information – Exchange Controls” and “– Taxation.”

Background

Prima BioMed is a globally active biotechnology company that is striving to become a leader in the development of immunotherapeutic products for the treatment of cancer. Prima BioMed is dedicated to leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximize value to shareholders.

Prima’s main pipeline of products is based on the LAG-3 immune control mechanism which plays a vital role in the regulation of the T cell immune response. The most clinically advanced product is a T cell immunostimulatory factor (APC activator), IMP321, for cancer chemoimmunotherapy which has completed early Phase II trials. A number of additional LAG-3 products including antibodies for immune response modulation in autoimmunity and cancer are being developed by large pharmaceutical partners.

In addition, Prima has significantly developed infrastructure for a cell-based therapy manufacturing platform and taken CVac™, an autologous dendritic cell-based product through Phase II clinical trials for ovarian cancer patients in remission. For a description of the milestones that we have achieved since inception and through June 2014, see “Item 4. Information on the Company – A. History and Development of the Company.”

Overview

We are a development stage enterprise at an early stage in the development of our product candidate. We have incurred net losses since inception and expect to incur substantial and increasing losses for the next several years as we expand our research and

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development activities and move our product candidate into later stages of development. The process of carrying out the development of our products to later stages of development may require significant additional research and development expenditures, including pre-clinical testing and clinical trials, as well as for obtaining regulatory approval. To date, we have funded our operations primarily through the sale of equity securities, proceeds from the exercise of options, grants and interest income. For details of the business overview, see “Item 4. Information on the Company – B. Business Overview.”

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). As such, we are required to make certain estimates, judgments, and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies listed in Note 1 to the consolidated financial statements that management believes are the most critical to aid in fully understanding and evaluating our financial condition and results of operations under IFRS are discussed below.

Income taxes

We have recognised deferred tax assets of A$1.5m which related to carried forward tax losses in the Immutep subsidiary acquired during the period. On acquisition, we have recognised significant amortising IP intangibles for which there will be no corresponding tax deduction, giving rise to a future taxable temporary difference and required the recognition of a deferred tax liability as part of the business combination accounting. The entity had previously unrecognised tax losses which management is satisfied will continue to be available to be utilised by the subsidiary after the acquisition. As such, we have recognised a deferred tax asset to the extent of the deferred tax liability recognised on acquisition. We have concluded that the deferred assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary.

All other remaining deferred tax assets relating to carried forward tax losses and taxable temporary differences have not been recognised since we are currently in a loss making position and unable to generate taxable income to utilise the carried forward tax losses and taxable temporary differences. The utilization of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped. Income tax expenses in financial years 2013 and 2014 arose in Prima BioMed USA, Inc. as a result of the transfer pricing arrangement it has with Prima BioMed Ltd. In the financial year 2015, income tax expenses arose in Prima BioMed USA, Inc. as a result of the transfer pricing arrangement is had with Prima BioMed Ltd as well as an income tax benefit recognised in relation to the amortisation of intangible assets arising from the acquisition of Immutep S.A.S. Significant judgement is required in determining the worldwide provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. We estimate our its tax liabilities based on our understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Share-based Payment Transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next Annual Reporting period but may impact profit or loss and equity.

Research and Development

We have expensed all internal research and development expenditures incurred during the year as the costs relate to the initial expenditure for research and development of biopharmaceutical products and the generation of future economic benefits is not considered probable given the stage of development It was considered appropriate to expense the research and development costs as they did not meet the criteria to be capitalized under AASB 138 (IAS 38).

Impairment of Assets

We assess impairment of non-financial assets at each reporting date by evaluating conditions specific to the consolidated entity and parent entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs to sell or value- in-use calculations, which incorporate a number of key estimates and assumptions.

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Fair Value of Derivative Financial Instrument

The fair value of forward exchange contracts is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract. These fair values are provided by independent third parties.

Business combination

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, liabilities incurred to the former owners of the acquired business and the equity interests issued by us. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration agreement, and the fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. We recognise and non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred and the amount of any non-controlling interests in the acquiree over the fair value of our share of the net identifiable assets acquired is required as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit and loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit and loss.

Results of Operations

Comparison of Fiscal Year Ended June 30, 2015 to Fiscal Year Ended June 30, 2014

Other Income

Other income increased to A$2.1 million for fiscal year 2015 from A$3.1 million for fiscal year 2014, a decrease of A$1m, or 32%. Other income consists of license income, interest income, grant income, and gain on foreign exchange. The license income for fiscal year 2015 was A$0.2 million and A$0.02 million for fiscal year 2014. The interest income for fiscal year 2015 was A$0.2 million and A$0.7 million for fiscal year 2014. The decrease in interest income in fiscal year 2015 is due to the significant decrease in the level of cash held on term deposits and a decrease in interest rates on term deposits. Grant income related to eligible research and development expenditures consists of A$1.2 million and A$2 million for fiscal year 2015 and fiscal year 2014, respectively. The foreign exchange gains of A$0.5 million for fiscal year 2015 and A$0.4 million for fiscal year 2014 was driven by the impact of changes in our U.S. and Euro cash holdings.

Research & Development and Intellectual Property Expenses

Research and development and intellectual property expenses decreased to A$9.0 million for fiscal year 2015 from A$12 million for fiscal year 2014, a decrease of A$3.0 million, or 25%. The decrease in research and development and intellectual property expenses in the fiscal year 2015 was the result of consolidating our research and development work into Europe.

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Corporate Administrative Expenses

Corporate administrative expenses increased to A$5.7 million for fiscal year 2015 from A$4.1 million for fiscal year 2014, an increase of A$1.6 million, or 39%. The increase in corporate administrative expenses was attributable to the acquisition of Immutep S.A. in this past fiscal year.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were A$1.34 million for fiscal year 2015, compared to $0.4 million in fiscal year 2014. The increase is attributable to the amortization of acquired intellectual property assets.

Changes in Fair Value of Derivative Financial Instruments

Changes in fair value of derivative financial instruments expenses was nil for fiscal year 2015, which was roughly equivalent to fiscal year 2014. There were no foreign hedging contracts entered into as at June 30, 2015.

Finance cost

Finance costs of A$18.3 million were incurred during fiscal year 2015 compared to no costs in fiscal year 2014. The increase was attributable to our procurement of funding from Bergen Global Opportunity Fund, LP for the acquisition of Immutep.

Net Loss

Net loss increased to A$32.2 million for fiscal year 2015 from A$13.3 million for fiscal year 2014.

Comparison of Fiscal Year Ended June 30, 2014 to Fiscal Year Ended June 30, 2013

Other Income

Other income decreased to A$3.1 million for fiscal year 2014 from A$4.0 million for fiscal year 2013, a decrease of A$0.9 million, or 23%. Other income consists of interest income, grant income, and gain on foreign exchange. The interest income for fiscal year 2014 was A$0.7 million and A$0.9 million for fiscal year 2013. The decrease in interest income in fiscal year 2014 is due to the significant decrease in the level of cash held on term deposits and a decrease in interest rates on term deposits. Grant income related to eligible research and development expenditures consists of A$2 million and A$1.6 million for fiscal year 2014 and fiscal year 2013, respectively. The foreign exchange gains of A$0.4 million for fiscal year 2014 and A$1.4 million for fiscal year 2013 was driven by the impact of changes in our U.S. and Euro cash holdings.

Research & Development and Intellectual Property Expenses

Research and development and intellectual property expenses decreased to A$12 million for fiscal year 2014 from A$14 million for fiscal year 2013, a decrease of A$2 million, or 14%. The decrease in research and development and intellectual property expenses in the fiscal year 2014 was the result of consolidating our research and development work into Europe.

Corporate Administrative Expenses

Corporate administrative expenses decreased to A$4.1 million for fiscal year 2014 from A$4.9 million for fiscal year 2013, a decrease of A$0.8 million, or 16%. The decrease in corporate administrative expenses is attributable to cost control measures implemented in this past fiscal year resulting in a reduction of discretionary expenses, such as travel expenses

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased to A$0.4 million for fiscal year 2014 from A$0.3 million for fiscal year 2013, an increase of A$0.1 million, or 33.33%. The increase in depreciation and amortization expenses is attributable to additional plant and equipment in the aggregate to the amount of A$0.5 million was purchased during the 2013 fiscal year.

Changes in Fair Value of Derivative Financial Instruments

Changes in fair value of derivative financial instruments expenses decreased to nil for fiscal year 2014 down from A$0.03 million for fiscal year 2013. There were no foreign hedging contracts entered into as at June 30, 2014.

Net Loss

Net loss decreased to A$13.3 million for fiscal year 2014 from A$15.2 million for fiscal year 2013.

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New Accounting Standards and Interpretations Not Adopted

New and amended standards adopted by us

We have applied the following standards and amendments for first time for their annual reporting period commencing 1 July 2014:

• AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets

• AASB 2013-4 Amendments to Australian Accounting Standards – Novation of Derivatives and Continuation of Hedge Accounting

• Interpretation 21 Accounting for Levies

• AASB 2014-1 Amendments to Australian Accounting Standards

The adoption of AASB 2013-3 had a small impact on the impairment disclosures and AASB 2014-1 has required additional disclosures in our segment note. Other than that, the adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.

We also elected to adopt the following two standards early:

• Amendments made to Australian Accounting Standards by AASB 2015-1 (Improvements 2012-2014 cycle), and

• Amendments made to AASB 101 by AASB 2015-2 (Disclosure initiative).

As these amendments clarify the existing requirements, they do not affect our accounting policies or any of the disclosure.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2015 reporting periods and have not been early adopted by us. Our assessment of the impact of these new standards and interpretations is set out below.

Title of standard	Nature of change	Impact	Mandatory application date/ Date of adoption by group
AASB 9 (IFRS 9) Financial Instruments	AASB 9 (IFRS 9) addresses the classification, measurement and derecognition of financial assets and financial liabilities. Since December 2013, it also sets out new rules for hedge accounting.	When adopted, the standard will not have any significant impact as on the financial statements unless the Company acquires financial assets and liabilities. There will be no impact on our accounting for financial assets, as the new requirements only affect the accounting for available-for-sale financial assets and we do not have any such assets. There will be no impact on the group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and we do not have any such liabilities.	Must be applied for financial years commencing on or after January 01, 2018.
AASB 15 Revenue from Contracts with Customers	The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts.	Management has completed its assessment of the impact of AASB 15 and has not identified any instances at this point of time where the new standard requirements will have a material impact on the financial statements of the Company. The Company will continue to monitor this assessment.	Mandatory for financial years commencing on or after 1 January 2018. Expected date of adoption by us: 1 July 2018.

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Title of standard	Nature of change	Impact	Mandatory application date/ Date of adoption by group
	The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise transitional adjustments in retained earnings on the date of initial application (e.g. 1 July 2017), i.e. without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the date of initial application.

There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

B. Liquidity and Capital Resources

Since our inception, our operations have mainly been financed through the issuance of equity securities. Additional funding has come through convertible loans, operating grants and interest earned from cash on term deposit.

Equity Issuances

The following table summarizes our issuances of ordinary shares for cash, excluding share-based payments, executive and employee compensation in the last five fiscal years.

	Fiscal Year	Number of Shares/Options		Net Proceeds
				(in A$)
Ordinary Shares – private placement, share purchase plan, repayment of convertible loans and exercise of options	2010		278,662,654		21,430,975
Ordinary Shares – private placement, share purchase plan, repayment of convertible loans and exercise of options	2011		280,428,034		55,067,573
Ordinary Shares – exercise of options and share issuance	2012		85,047,759		1,820,455
Ordinary Shares – share purchase plan	2013		77,083,450		6,166,676
Listed Options – option entitlement offer	2013		77,378,699		1,547,574
Ordinary Shares – share purchase plan	2014		85,562,503		6,845,001
Ordinary Shares – private placement, share purchase plan, repayment of convertible loans and exercise of options	2015		522,785,260		31,028,380

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Capital Requirements

As of June 30, 2015, we had year-end cash and cash equivalents of A$6.8 million, and other financial assets being term deposits of between 90 days and 180 days of Nil. Subsequent to year end the company has raised A$10 million from a Share Purchase Plan and has raised approximately A$14 million from an investment by Ridgeback Capital. We anticipate that our current cash and cash equivalents will be sufficient to fund our operations for more than 12 months. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue one or more of our clinical trials or our operations.

We anticipate that we will require substantial additional funds in order to achieve our long-term goals and complete the research and development of our current principal pharmaceutical product candidates. We do not expect to generate significant revenue until we obtain regulatory approval to market and sell our product candidate and sales of our product candidate have commenced. We therefore expect to continue to incur substantial losses in the near future. Our future capital requirements are difficult to forecast and will depend on many factors, including:

• the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

• the scope, results and timing of preclinical studies and clinical trials;

• the costs and timing of regulatory approvals; and

• the costs of establishing sales, marketing and distribution capabilities.

Cash Flows

The following table summarizes our cash flows for the periods presented:

	Fiscal Year Ended June 30,
	2015			2014			2013
	A$			A$			A$
Net cash used in operating activities		(7,786,982	)		(14,227,161	)		(16,037,126	)
Net cash provided by (used in) investing activities		(11,961,411	)		(1,103,675	)		12,537,499
Net cash provided by financing activities		11,268,429			6,687,395			7,162,026
Net increase (decrease) in cash and cash equivalents		(8,479,964	)		(8,643,441	)		3,662,399
Effect of exchange rate on cash and cash equivalents		1,039,537			820,340			1,369,028
Cash and cash equivalents at beginning of period		14,200,042			22,023,143			16,991,716
Cash and cash equivalents at end of period		6,759,615			14,200,042			22,023,143

Operating Activities

Net cash used in operating activities was A$7.8 million, A$14.2 million, and A$16 million during fiscal years 2015, 2014 and 2013, respectively. Payments to suppliers and employees accounted for almost all of the amounts above for R&D and administrative purposes. During fiscal years 2015, 2014 and 2013, our payments to suppliers and employees were offset by interest income received of A$0.2 million, A$0.7 million, and A$0.9 million, respectively.

Investing Activities

Net cash used in investing activities was A$11.9 million during fiscal year 2015, while net cash provided and used by investing activities was A$1.1 million, and A$12.5 million during fiscal years 2014 and 2013, respectively. The net cash outflow for fiscal year 2015 increased as a result of the acquisition of Immutep S.A.S. For fiscal years 2014 the net cash outflow was lower due to net funds received on matured term deposits being lower than funds invested in term deposits and payments for plant and equipment, and for fiscal year 2013 we recorded net cash inflow due to net funds received on matured term deposits being higher than funds invested in term deposits.

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Financing Activities

Net cash provided by financing activities was A$11.3 million, A$6.7 million, and A$7.2 million for fiscal years 2015, 2014 and 2013. Cash flow provided by financing activities during fiscal 2015 was primarily attributable to the exercise of warrants and conversion of convertible notes by certain investors (A$6.6 million). During fiscal 2014, cash flow was primarily attributable to the issuance of securities under a share purchase plan (A$6.8 million), and during fiscal 2013, cash flow was primarily attributable to the issuance of securities under a share purchase plan and option entitlement offer (A$7.7 million).

At June 30, 2015 we had A$6.8 million in cash and cash equivalents compared with 2014, where we had A$14 million in cash and cash equivalents plus A$9 million on a term deposit. At June 30, 2013, we had A$22 million in cash and cash equivalents plus A$8 million on a term deposit.

C. Research and Development, Patents and Licenses

For a description of the amount spent during each of the last three fiscal years on company-sponsored research and development activities, as well as the four components of research and development expenses, see “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Results of Operations.”

D. Trend Information

We are a development stage company and it is not possible for us to predict with any degree of accuracy the outcome of our research or commercialization efforts.

Our research and development expenditure is our primary expenditure. Increases or decreases in research and development expenditure are attributable to the level of clinical trial activity and the amount of expenditure on those trials. The main clinical trials that we are focusing on are a 210 patient Phase IIb study in second remission ovarian cancer and a pilot study in resectable pancreatic cancer in up to 40 patients, neither of which has been started as at the date of filing of this Form 20-F.

It is expected that as we activate new clinics and recruit more patients for our current clinical trials, that our R&D expenses will increase over the coming year.

E. Off-Balance Sheet Arrangements

During fiscal years 2012, 2013, 2014 and 2015, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

F. Tabular Disclosure of Contractual Obligations

As of June 30, 2015 our contractual obligations were as set forth below:

	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations
Trade and other payables		2,770,049		2,770,049		—		—		—
Borrowings		1,508,473		1,508,473
Total		4,278,522		4,278,522		—		—		—

We have agreements with clinical sites and contract research organizations. We make payments to these sites and organizations based upon the number of patients enrolled and the period of follow-up in the trial.

G. Safe Harbor

Special note regarding forward-looking statements

This Annual Report contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act, including assumptions, anticipations, expectations and forecasts concerning our future business plans, products, services, financial results, performance, future events and information relevant to our business, industries and operating environments. When used in this document, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘assume’, ‘could’, ‘should’,

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‘expect’ and similar expressions, as they relate to us or our management are intended to identify forward-looking environments. Such statements reflect the current views of management with respect to future events and are subject to certain risks, uncertainties and assumptions. The forward-looking statements contained herein represent a good-faith assessment of our future performance for which we believe there is a reasonable basis. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expresses or implied by such forward-looking statements, including, among others, adverse changes or uncertainties in economic conditions that affect the markets we serve and the risks as described in Item 3D. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.

These forward-looking statements represent our view only as of the date they are made and we disclaim any obligation to update forward-looking statements contained herein, except as may be otherwise required by law.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth our directors and senior management, their age and the positions they held as of September 1, 2015.

Name	Age		Position
Lucy Turnbull AO(1)(2)		57	Non-Executive Chairman
Albert Wong (1) (2)		56	Non-Executive Deputy Chairman
Pete Meyers (1)		45	Non-Executive Director
Russell Howard, Ph.D.(2)		65	Non-Executive Director
Marc Voigt		42	Executive Director, Chief Executive Officer, Chief Financial Officer and Chief Business Officer
Frédéric Triebel		60	Chief Scientific Officer & Chief Medical Officer
Sharron Gargosky, Ph.D.(3)		51	Chief Technical Officer
Deanne Miller		38	General Counsel & Company Secretary

⁽¹⁾  Member of the Audit Committee.

⁽²⁾  Member of the Remuneration Committee.

⁽³⁾  In September 2015, Dr. Gargosky’s employment agreement was terminated, which will be effective 30 November 2015. See Item 3.D “Risk Factors—We depend on, and will continue to depend on, collaboration and strategic alliances with third partners. To the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those collaborations and alliances” and Item 6.B “Service Agreements.”

Ms. Lucy Turnbull AO. Ms. Turnbull has served as Chairman of our Board of Directors since October 2010. From 2001 to 2002, Ms. Turnbull was the Chairman of the New South Wales Government’s Ministerial Advisory Committee on Biotechnology, from 2002 to 2006 she was a Director of the Sydney Cancer Foundation and from 1993 to 2000 she was Director and Chair of the Sydney Children’s Hospital Foundation. She was a member of the board of the Board of the Cancer Institute NSW from 2008 to 2014. Ms. Turnbull has experience in commercial legal practice and investment banking. During her career Ms. Turnbull has held a number of position including Lord Mayor of the City of Sydney from 2003 to 2004 and, prior to that, Deputy Lord Mayor of Sydney from 1999 to 2003. Ms. Turnbull served as a Director of Sealink Travel Group Ltd from 2013 to 2015. She chaired ASX listed WebCentral Ltd from 2004-06 when it was acquired by ASX listed Melbourne IT Limited. She was a director of Melbourne IT from 2006-2010. She chairs the Committee for Sydney and was Deputy Chair of the COAG Reform Council’s Cities Expert Panel advising on its Metropolitan Strategic Planning. She has been a member of the board of the Australian Technology Park, Redfern from 2005. In 2012 she was awarded an Honorary Doctorate of Business by the University of NSW for her contribution to business, philanthropy and local government. In 2011 she became an Officer of the Order of Australia for distinguished service to the community, local government and business.

Mr. Albert Wong. Mr. Wong has served as a Director of Prima BioMed since April 2010. He became Non-Executive acting Chairman of our Board of Directors in July 2010 and served in that position until being appointed to his current position in October 2010. Mr. Wong has been involved in the stockbroking and investment banking industry for over 30 years. He was admitted as a Member of the Australian Securities Exchange in 1988 and was the principal of Intersuisse Limited until 1995 when he established the Barton Capital group of companies, including eStar Online, both companies were listed on the Australian Securities Exchange. Mr. Wong was a Founding Director of Gujarat NRE Resources NL and Pluton Resources Limited. He has been the business partner of former NSW Premier, The Hon. Neville Wran AC QC at Wran Partners from 2004-2011. He served as Chairman of Winmar

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Resources Ltd from 2009-2014 and Deputy Chairman of Kimberly Diamonds Limited from 2011- 2014. Mr. Wong has been widely involved in philanthropic activities including his directorships on UNSW Foundation, Ian Thorpe’s Fountain for Youth Foundation and Honorary Life Governor and President of the Physics Foundation at The University of Sydney. Mr. Wong is a Fellow of the Financial Services Institute of Australasia, a Master Stockbroker of the Securities & Derivatives Industry Association and a Fellow of the Australian Institute of Company Directors. Mr. Wong is also currently a director of the Children’s Medical Research Institute and the CMRI Foundation

Dr. Russell Howard, Ph.D. Dr. Russell Howard has served as a Director of Prima BioMed since May 2013. He is an Australian scientist, former CEO, and entrepreneur. He was recently the overall winner of the 2013 Advance Global Australian Award for his global impact on the biotechnology field and green chemistry. He was a pioneer in the field of molecular parasitology and in leading the commercialization of one of the most important methods used widely in molecular biology today called “DNA shuffling” or “molecular breeding.” He is listed as the inventor on five patents and is the author of over 140 scientific publications. After earning his Ph.D in biochemistry from the University of Melbourne, Dr. Howard has held positions at a number of leading research laboratories around the world, including the Immunoparasitology Laboratory at the Walter & Eliza Hall Institute in Melbourne and the National Institutes of Health in Bethesda, Maryland, where he became a tenured investigator. In industry, Dr. Howard worked at Schering-Plough’s DNAX Research Institute of Molecular and Cellular Biology in Palo Alto, California; he was the President and Scientific Director of Affymax, Inc.; and he was the co-founder and CEO of Maxygen, Inc. after its spin-out of Affymax-GlaxoWellcome. As Maxygen’s CEO, Dr. Howard led its initial public offering and a secondary offering raising a total of US$260 million in capital. Under Dr. Howard, Maxygen successfully developed and partnered dozens of technology applications and products. After leaving Maxygen in 2008, Dr. Howard started the clean technology company Oakbio, Inc. and remains involved in a number of other innovative biotechnology companies. Dr. Howard is also currently Chairman of NeuClone Pty Ltd and was appointed as a Director of Circadian Technologies Ltd in 2013.

Mr. Pete Meyers. Mr. Meyers has served as a Director of Prima BioMed since February 2014. He is currently the Chief Financial Officer of TetraLogic Pharmaceuticals Corporation, where he led the execution of their successful IPO in December 2013. Prior to his role at TetraLogic, Mr. Meyers was an accomplished health care investment banker, holding positions of increasing responsibility at Dillon, Read & Co., Credit Suisse First Boston LLC and, most recently, as Co-Head of Global Health Care Investment Banking at Deutsche Bank Securities Inc. in New York. Mr. Meyers earned a Bachelor of Science degree in finance from Boston College and a Master of Business Administration degree from Columbia Business School. Mr. Meyers is currently also the Chairman and President of the Thomas M Brennan Memorial Foundation, Inc.

Mr. Marc Voigt. Mr. Voigt has served as our Chief Financial Officer and Chief Business Officer since 2012 and was appointed as CEO and Executive Director in July 2014. He has extensive experience in the corporate and biotechnology sectors. He joined Prima BioMed’s management team in 2011 as the General Manager of our European operations at Prima BioMed GmbH, where he currently serves as the Managing Director. He has previously worked as an investment manager for Allianz Insurance biotech venture fund, and as a personal assistant to a member of the Executive Board of Allianz Insurance. Mr. Voigt has also worked for German investment bank, net.IPO.AG, in the area of business development and German securities offerings. In the biotech sector, he has held the positions of CFO/CBO at Revotar Biopharmaceuticals AG and Medical Enzymes AG. He has a Masters Degree in Business Administration from the Freie Universität of Berlin, and is a member of the pharma licensing club Germany and a member of the judging panel of Germany’s largest business plan competition.

Dr. Frédéric Triebel, MD Ph.D., Dr Triebel is our Chief Scientific Officer and Chief Medical Officer and has been with Prima BioMed since December 2014, following the completion of the acquisition of Immutep. Dr Triebel was the scientific founder of Immutep S.A. (2001) and served as the Scientific and Medical Director at Immutep from 2004. Before starting Immutep, he was Professor in Immunology at Paris University. While working at Institut Gustave Roussy (IGR), a large cancer centre in Paris, he discovered the LAG-3 gene in 1990 and continued working on this research program since then, identifying the functions and medical usefulness of this molecule. He headed a research group at IGR while also being involved in the biological follow-up of cancer patients treated in Phase I/II immunotherapy trials. He was Director of an INSERM Unit from 1991 to 1996. First trained as a clinical haematologist, Prof. Triebel holds a Ph.D. in immunology (Paris University) and successfully developed several research programs in immunogenetics and immunotherapy, leading to 144 publications and 16 patents.

Dr. Sharron Gargosky, Ph.D. Dr. Gargosky is our Chief Technical Officer and has been with Prima BioMed since August 2010. Dr. Gargosky has over 19 years’ experience in the biotechnology and pharmaceutical industries, and has worked in senior positions in organizations that have successfully received FDA approval for orphan drugs. She is responsible for managing the clinical team working on the CVac immunotherapy cancer vaccine. Prior to joining Prima BioMed, Dr. Gargosky was a member of ILMU consulting LLC, where she provided project management and operational expertise on pharmaceutical drug and biologic development – from early research to Phase IV Trials and the FDA approval process. Dr. Gargosky has also previously held the positions of Chief Scientific Officer at Pulse Health LLC in Portland in the USA, and Chief Scientific Officer and Senior Vice President of Corporate Development at Hyperion Therapeutics Inc. in San Francisco. At Ucyclyd Pharma she managed the approval of orphan drug products

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(Ammonul) and the development of the NCE, and within Medics Pharmaceuticals, the successful BLA submission and approval for Reloxin. As Vice President of Business Development for Diagnostic System Laboratories she was responsible for business expansion through evaluation and implementation of new growth opportunities and patent portfolio management. Dr. Gargosky has a Postdoctoral Fellowship in Pediatric Endocrinology from Stanford University in California, a Ph.D in biochemistry from University of Adelaide in Australia (in collaboration with CSIRO Divisions of Human Nutrition, South Australia), First Class Honors in Biochemistry from University of Adelaide, and a Bachelor of Science, Biochemistry (Distinction), Microbiology, Immunology & Virology (Distinction) from University of Adelaide.

Ms. Deanne Miller. Ms. Miller joined Prima BioMed as General Counsel and Company Secretary in October 2012. She has over 15 years of broad commercial experience having held legal, investment banking, regulatory compliance and tax advisory positions, including, Legal Counsel at RBC Investor Services, Associate Director at Westpac Group, Legal & Compliance Manager at Macquarie Group, Regulatory Compliance Analyst at the Australian Securities and Investment Commission, and Tax Advisor at KPMG. She has a Combined Bachelor of Laws (Hons) and Bachelor of Commerce degree from the University of Sydney. She is admitted as a solicitor in NSW and member of the Law Society of NSW.

B. Compensation

Remuneration Principles

Remuneration of all executive and non-executive directors and officers is determined by the Remuneration Committee.

We are committed to remunerating senior executives and executive directors in a manner that is market-competitive and consistent with “Best Practice” including the interests of shareholders. Remuneration packages are based on fixed and variable components, determined by the executives’ position, experience and performance, and may be satisfied via cash or equity.

Non-executive directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-executive directors do not receive performance based bonuses and prior shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

Our remuneration policy is not directly based on our financial performance, rather on industry practice, given we operate in the biotechnology sector and our primary focus is research activities with a long term objective of developing and commercializing the research and development results.

We envisage our performance in terms of earnings will remain negative while we continue in the research and development phase.

The purpose of a performance bonus is to reward individual performance in line with our objectives. Consequently, performance based remuneration is paid to an individual where the individual’s performance clearly contributes to a successful outcome. This is regularly measured in respect of performance against key performance indicators.

We use a variety of key performance indicators to determine achievement, depending on the role of the executive being assessed. These include:

• Successful contract negotiations.

• Achievement of research project milestones within scheduled time and/or budget.

• Our share price reaching a targeted level on the ASX over a period of time.

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Executive Compensation

The following table sets forth all of the compensation awarded to, earned by or paid to each individual who served as directors and executive officers in fiscal 2015.

June 30, 2015	Short-term Benefits						Post Employment Benefits		Long- term Benefits				Share-based Payments				Total
	Cash salary and fees A$		Cash bonus A$		Non Monetary A$		Super- annuation A$		Long service leave A$		Termi- nation benefits A$		Performance rights A$		Equity- settled A$		A$
Non-Executive Directors
Ms. L. Turnbull, AO		137,520		—		—		13,064		—		—		—		—		150,585
Mr. A. Wong		84,040		—		—		7,984		—		—		—		—		92,024
Dr. R. Howard		90,000		—		—		—		—		—		—		—		90,000
Mr. P. Meyers2		—		—		134,439		—		—		—		—		—		134,439
Mr. M. Voigt1		285,666		60,180		—		—		—		—		213,085		5,999		564,930
Other Key Management Personnel
Dr. S. Gargosky		356,153		—		—		—		—		—		119,295		5,939		481,387
Mr. F. Triebel3		130,213		—		—		—		—		—		—		—		130,213
Ms. D. Miller		181,666		50,000		—		22,008		6,231		—		119,295		3,389		382,589
		1,265,258		110,180		134,439		43,056		6,231		—		451,675		15,327		2,026,166

1 Mr Marc Voigt replaced Mr Matthew Lehman as Executive Director and Chief Executive Officer on 9 July 2014.

2 Mr Pete Meyers was issued 7,720,588 performance rights in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 14 November 2014.

The first tranche of his performance rights vested to him i.e. 1,715,686 converted to ordinary shares immediately after the shareholder approval was received. (Being for service from date of appointment to 30 September 2014). The remaining tranches vests as follows: 2,573,529. 1 October 2015. (Being service from 1 October 2014 to 30 September 2015); 2,573,529. 1 October 2016. (Being service from 1 October 2015 to 30 September 2016); 857,844. 1 October 2017. (Being service from 1 October 2016 to 31 January 2017)

3 Dr Frederic Triebel joined the company as Chief Scientific Officer and Chief Medical Officer on 12 December 2014.

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Service Agreements

The following members of key personnel have service agreements as follows:

Mr. Marc Voigt	•       Chief Executive Officer, Chief Business Officer and Chief Financial Officer
Agreement commenced:	•       July 9, 2014
Details	•       The initial term is for a period of 3 years. Each party is to provide at least 6 months’ notice of its intention to extend the term of the contract. The contract can be terminated by either party upon at least 3 months’ notice if notice is provided within the first 6 months’ of the commencement date. Thereafter it can be terminated by either party upon 6 months’ notice. Prima BioMed may make payments in lieu of the period of notice, or for any unexpired part of that notice period. The agreement can be terminated with 3 months’ notice. The termination terms are payment of base salary in lieu of notice period.
Base salary including superannuation	•       EUR 215,000
Mr. Matthew Lehman	•       Former Executive Director & Chief Executive Officer
Agreement commenced:	•       September 1, 2012
Details	•       Mr Lehman’s position as Executive Director and Chief Executive Officer was terminated on 9 July 2014. The effective termination date of his employment agreement was August 10, 2015. Mr. Lehman was entitled to receive 6 months’ severance pay to be paid monthly over the 6 month period following his termination.
Base salary including superannuation	•       US$335,760
Dr. Sharron Gargosky	Chief Technical Officer
Agreement commenced:	•       June 1, 2011
Details	•       In September 2015, Dr Gargosky’s employment agreement was terminated, with such termination being effective 30 November 2015. •       In accordance with her employment agreement, Dr Gargosky is entitled to receive 3 months’ severance pay to be paid monthly over the 3 month period following the effective date of her termination.
Base salary including superannuation	•       US$300,000
Dr Frédéric Triebel	Chief Scientific Officer & Chief Medical Officer
Agreement commenced:	•       October 01, 2014
Details	•       Each of the parties may terminate the employment contract and the present Amendment, subject to compliance with the law and the CBA and notably to a 3-month notice period as set forth in the CBA. •       The party which fails to comply with the notice period provisions shall be liable to pay the other an indemnity equal to the salary for the remainder of the notice period. •       Dr Triebel is subject to a non-competition clause which shall apply for 12 months, starting on the last effective day of work, and covers the territory of European Union. A non-competition indemnity of 33% of the average monthly gross basic remuneration paid to Mr Triebel within 12 months preceding the notification of the termination will be paid on a monthly basis to the Employee during the entirety of the non-competition period, unless the Company releases Mr Triebel from such non-competition clause, in which case the payment period will be 3 months.

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Base salary including superannuation	•       EURO 160,000
Ms. Deanne Miller	General Counsel & Company Secretary
Agreement commenced:	•       October 13, 2012
Details	•       The agreement can be terminated with 3 months’ notice. The termination terms are payment of base salary in lieu of notice period.
Base salary including superannuation	•       A$219,000

Global Employee Share Option Plan

Any person considered to be a full time employee by our Board of Directors is eligible to participate in our Global Employee Share Option Plan, or GESOP, each an Eligible Employee. Under the GESOP, the Board of Directors may issue options to subscribe for our ordinary shares, or GESOP Options, on such terms as it determines.

The maximum number of options available to be issued under the GESOP is 20,000,000. Subject to certain exceptions, the total number of ordinary shares issued as a result of exercise of GESOP Options must not exceed 5% of our issued share capital. The vesting date of a GESOP Option must not be a date less than 12 months following the issue date, or such other period as may be determined by the Board of Directors in its discretion. Any vesting conditions determined by the Board of Directors must be satisfied before the options vest and become exercisable. Options are generally granted for no consideration. When exercisable, each option issued under the GESOP entitles the holder to subscribe for one fully paid ordinary share in us. GESOP Options will expire three years after their issue date. Each ordinary share issued on exercise of an option will rank equally with all other ordinary shares then on issue.

The exercise price of each GESOP Option must be not less than 150% of the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the option.

GESOP Options will immediately lapse on the first to occur of:

• the last day of the relevant exercise period;

• a determination by the Board of Directors that the option should lapse because the option holder:

• has been dismissed or removed from office for a reason which entitled us to dismiss the option holder without notice;

• has committed an act of fraud, dishonesty or gross misconduct in relation to our affairs;

• has done an act with brings us into disrepute; or

• has ceased to be employed by us prior to the option being exercisable, other than because of the termination or cessation of the option holder’s employment with us as a result of total and permanent disablement, death or retirement after 55 years of age.

GESOP Options will not confer a right to notices of general meetings (except as may be required by law) or a right to attend, speak or vote at general meeting. A holder of GESOP options may only participate in new issues of securities in respect of GESOP options which have been exercised and ordinary shares issued prior to the record date for the entitlements to the new issue.

In the event that, prior to the vesting of any GESOP Options, there is a reorganization (including a consolidation, subdivision, reduction or return) of our issued capital, then the number of GESOP Options and shares to which each Eligible Employee is entitled on exercise will be reorganized in the manner permitted by the ASX Listing Rules.

If a person acquires a relevant interest in more than 50% of our issued capital or the Board of Directors determines that a person who previously had not been in a position to do so, is in the position, either alone or with associates, to remove more than 50% of the Board of Directors, before the vesting date of a GESOP Option, the GESOP Option becomes exercisable irrespective of the vesting date and vesting conditions attaching to the GESOP Option.

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Each GESOP Option is personal to the Eligible Employee and is not transferable, transmissible or assignable, except with the prior written consent of the Board of Directors.

The Board will be able to amend the GESOP rules subject to the requirements of the ASX Listing Rules. The GESOP is administered by the Board of Directors.

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Set out below are summaries of options granted under the GESOP up to June 30, 2015.

Grant Date	Expiry Date	Exercise Price	Balance at Start of the Period		Issued During the Period		Exercised During the Period		Lapsed During the Period			Balance at End of the Period
August 26, 2011	December 6, 2014	lower of A$0.10 or the price equal to the volume weighted average price of Shares traded on ASX during the 30 trading days immediately prior to the date of grant of the ESOP Options.		500,000		—		—		(500,000	)		—
November 3, 2011	November 3, 2014	the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the GESOP Options.		100,000		—		—		(100,000	)		—
January 3, 2012	January 3, 2015	the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the GESOP Options.		100,000		—		—		(100,000	)		—
August 1, 2012	August 1, 2015	the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the GESOP Options.		—		1,600,000		—		—			1,600,000
November 16, 2012	August 1, 2015	the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the GESOP Options.		—		1,200,000		—		—			1,200,000
February 20, 2013	February 20, 2015	the price equal to the volume weighted average price of Shares traded on ASX during the 7 trading days immediately prior to the date of grant of the GESOP Options.		—		200,000		—		—			200,000

Executive Incentive Plan

A new Executive Incentive Plan, or EIP, was approved by shareholders at the Annual General Meeting in November 2012.The key terms of the EIP are as follows:

Operation

The Board is responsible for administering the EIP in accordance with the EIP Rules. A grant of performance rights and/or options under the EIP will be subject to both the EIP Rules and the terms and conditions of the specific grant.

Eligibility

The EIP is open to employees (including Directors employed in an executive capacity) of the Company who are invited by the Board to participate in the EIP. The EIP is not open to non-executive directors of the Company. All non-executive directors are ineligible to participate in any current employee incentive scheme of the Company. The Board may invite employees to apply for performance rights and/or options under the EIP in its absolute discretion.

Grant

No payment is required on the grant of a performance right and no exercise price is payable upon the performance right vesting. No payment is required on the grant of an option. The exercise price of an option will be determined by the Board in its discretion and specified in the participant’s invitation letter.

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Vesting

The vesting of a performance right will be conditional on the satisfaction of any performance conditions attaching to the performance right. Performance conditions will be determined by the Board in its discretion and specified in the participant’s invitation letter. Where relevant performance conditions are met, then the performance right will vest and be automatically be exercised into Shares. The vesting of an option will be conditional on the satisfaction of any performance conditions attaching to the option. Performance conditions will be determined by the Board in its discretion and specified in the participant’s invitation letter.

Where a participant ceases to be an employee of the Company because of total and permanent disability, death, or any other circumstance determined by the Board in its discretion, the Board may determine that any of the performance rights and/or options granted to a participant will vest, whether or not any performance conditions attaching to the performance right and/or option have been met. Notwithstanding this and subject to the ASX Listing Rules:

(i) the Board may vest some or all of a participant’s performance rights and/or options even if a performance condition has not been met, if the Board considers that to do so would be in the interests of the Company; and

(ii) the vesting of a participant’s performance rights and/or options may be made subject to further conditions as determined by the Board.

Lapse of Performance Rights and Options

All performance rights and options that have not vested on or before the fifth anniversary of their grant date will automatically lapse. Performance rights and options will also lapse if the applicable performance conditions attaching to them are not met within a prescribed period determined by the Board in its discretion. If a participant ceases to be an employee of the Company (other than in the circumstances referred to in paragraph (d) above), the participant’s performance rights and/or options will lapse automatically on cessation of the participant’s employment unless the Board determines otherwise within 60 days of the date of cessation of the participant’s employment.

Conversion

A participant may at any time request the Board to convert any or all of the participant’s unvested performance rights to Options, or vice versa, at a rate of conversion determined by the Board in its absolute discretion. Any converted performance rights or Options will be subject to the same terms and conditions of the original performance rights or options (as applicable) granted to the participant unless otherwise determined by the Board in its discretion.

Dealing with Performance Rights and Options

Performance rights and Options are not transferable, except on the participant’s death, to their legal personal representative.

Shares

Each performance right will entitle a participant to one share upon vesting. Each option will entitle a participant upon vesting to subscribe for one share at the exercise price specified by the Board in the participant’s invitation letter. Shares issued as a result of the vesting of a performance right or vesting and exercise of an option will rank equally with the shares currently on issue.

Maximum Number of Performance Rights and Options

The Board may grant such number of performance rights and/or options under the EIP as the Board determines so long as no limit specified, imposed or calculated by any relevant policy or guideline of ASIC, including any regulatory guide, class order or condition for relief, is exceeded.

Takeovers

If the event of a takeover bid (as defined in the Corporations Act), a participant’s performance rights and options will vest immediately to the extent that the performance conditions attaching to those performance rights and/or options have been satisfied and the remaining performance rights and/or options will lapse.

Reconstruction of Capital

If the Company makes a bonus issue, then a participant will become entitled to a proportionately greater number of shares on vesting of the performance rights and/or options held, as if the performance rights and/or options had vested before the bonus issue. If there is any other form of capital reconstruction, the number of performance rights and/or options will be adjusted in accordance with the ASX Listing Rules. A participant is not entitled to participate in any new issue of securities in the Company other than as described above.

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Amendment of Incentive Plan

Subject to the ASX Listing Rules, the Board may amend the rules of the EIP, but no amendment may materially reduce the rights of participants generally in respect of the performance rights and/or options granted to them, except an amendment made primarily to enable compliance with the law governing or regulating the EIP, to correct a manifest error or mistake, to take into account changes in development in taxation law or to enable compliance with the Corporations Act or the ASX Listing Rules.

Number of securities issued under the EIP since the date of last approval.

Set out below are summaries of options granted under the EIP up to June 30, 2015.

Grant Date	Expiry Date	Exercise Price	Balance at Start of the Period		Issued During the Period		Exercised During the Period		Lapsed During the Period		Balance at End of the Period
December 23, 2013	June 30, 2018	The Options are exercisable at an exercise price of A$ 0.0774 per Share at any time after vesting and prior to 5pm on June 30, 2018 (Expiry Date).		1,515,752		—		—		—		1,515,752
January 24, 2014	June 30, 2018	The Options are exercisable at an exercise price of A$ 0.0774 per Share at any time after vesting and prior to 5pm on June 30, 2018 (Expiry Date).		165,116		—		—		—		165,116

C. Board Practices

Introduction

Our Board of Directors is elected by and accountable to our shareholders. It currently consists of five directors, including four non-executive directors, of which one is the non-executive Chairman of our Board of Directors. The Chairman of our Board of Directors is responsible for the management of the Board of Directors and its functions.

Election of Directors

Directors are elected at our annual general meeting of shareholders. Under our Constitution, a director, other than a managing director, must not hold office for more than three years or beyond the third annual general meeting following his appointment (whichever is the longer period) without submitting himself for re-election. Our Board of Directors has the power to appoint any person to be a director, either to fill a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum allowed by law), and any director so appointed may hold office only until the next annual general meeting when he or she shall be eligible for election.

Corporate Governance

ASX Corporate Governance Principles

In Australia there are no defined corporate governance structures and practices that must be observed by a company listed on the ASX. Instead, the ASX Corporate Governance Council has published the Corporate Governance Principles and Recommendations, which contains what are called the Recommendations which articulate eight core principles which are intended to provide a reference point for companies about their corporate governance structures and practices. Under ASX listing Rule 4.10.3, companies are required to provide a statement in their Annual Report to shareholders disclosing the extent to which they have followed the Recommendations in the reporting period and where they have not followed all the Recommendations, identify the Recommendations that have not been followed and the reasons for not following them. It is not mandatory to follow the Recommendations. We believe we are in material compliance with the Recommendations. Set forth below are the material provisions of the Recommendations together with the reasons, where applicable, for variations therefrom.

1. Lay solid foundations for management and oversight. Companies should establish and disclose the respective roles and responsibilities of board and management. During the year ended June 30, 2015, we varied from the Recommendations in the following area:

• At present the Board does not have a formal diversity policy as recommended by the ASX Corporate Governance Council’s Principles and Recommendations. The Board believes that the Company does not have a workforce size which is significant enough to require a formal diversity policy. A diversity policy will be formalised as the Company develops and grows. At present the Board ensures that appropriate procedures and measures are introduced and responsibilities delegated to the Remuneration committee to ensure that the both the Board’s and the Company’s diversity objectives are met.

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2. Structure the Board to add value. Companies should have a board of an effective composition, size, and commitment to adequately discharge its responsibilities and duties. During the year ended June 30, 2015, we varied from the Recommendations in the following area:

• The Board believes that we are not of a size, nor are our financial affairs of such complexity, to justify the establishment of a Nomination Committee of the Board of Directors. All matters which might be properly dealt with by a Nomination Committee are considered by the full Board of Directors. The Board considers the necessity to establish a Nomination Committee annually.

3. Promote ethical and responsible decision-making. Companies should actively promote ethical and responsible decision-making.

4. Safeguard integrity in corporate reporting. Companies should have a structure to independently verify and safeguard the integrity of their corporate reporting.

5. Make timely and balanced disclosure. Companies should promote timely and balanced disclosure of all material matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

6. Respect the rights of shareholders. Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.

7. Recognize and manage risk. Companies should establish a sound system of risk oversight and management and internal control.

8. Remunerate fairly and responsibly. Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.

Non-Executive and Independent Directors

Australian law does not require a company to appoint a certain number of independent directors to its board of directors or audit committee. However, under the Corporate Governance Principles and Recommendations, the ASX recommends, but does not require, that a ASX-listed company have a majority of independent directors on its board of directors and that the audit committee be comprised of independent directors, within the meaning of the rules of the ASX. Our Board of Directors currently has five directors, of which four are non-executive directors within the meaning of the Corporate Governance Principles and Recommendations, and our audit committee consists of three such non-executive directors. Accordingly, we currently comply with the Recommendations.

Under NASDAQ Marketplace Rules, in general a majority of our Board of Directors must qualify as independent directors within the meaning of the NASDAQ Marketplace Rules and our audit committee must have at least three members and be comprised only of independent directors, each of whom satisfies the respective “independence” requirements of NASDAQ and the U.S. Securities and Exchange Commission.

The Board of Directors does not have regularly scheduled meetings at which only independent directors are present. The Board of Directors does meet regularly and independent directors are expected to attend all such meetings. Our practices are consistent with the Recommendations, in that the Recommendations do not provide that independent directors should meet separately from the Board of Directors.

Our Board of Directors has determined that each of Lucy Turnbull, Albert Wong, Pete Meyers, and Russell Howard qualifies as an independent director under the requirements of the ASX, NASDAQ Marketplace Rules and U.S. Securities and Exchange Commission.

Committees of the Board of Directors

Audit Committee. NASDAQ Marketplace Rules require us to establish an audit committee comprised of at least three members, each of whom is financially literate and satisfies the respective “independence” requirements of the U.S. Securities and Exchange Commission and NASDAQ and one of whom has accounting or related financial management expertise at senior levels within a company.

Our Audit Committee assists our Board of Directors in overseeing the accounting and financial reporting processes of our company and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent public accountants’ qualifications and independence, the performance of our internal audit function and independent public accountants, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to assess risk management.

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Our Audit Committee currently consists of three board members, each of whom satisfies the “independence” requirements of the U.S. Securities and Exchange Commission, NASDAQ Marketplace Rules and ASX Rules. Our Audit Committee is currently composed of Albert Wong, Lucy Turnbull and Pete Meyers. The audit committee meets at least two times per year.

Remuneration Committee. Our Board of Directors has established a Remuneration Committee, which is comprised solely of independent directors, within the meaning of NASDAQ Marketplace Rules. The Remuneration Committee is responsible for reviewing the salary, incentives and other benefits of our directors, senior executive officers and employees, and to make recommendations on such matters for approval by our Board of Directors. The Remuneration Committee is also responsible for overseeing and advising our Board of Directors with regard to the adoption of policies that govern our compensation programs. Lucy Turnbull, Russell Howard and Albert Wong are the current members of the Remuneration Committee, each of whom qualifies as an “independent director” within the meaning of NASDAQ Marketplace Rules.

Nominations Committee. Our Board of Directors has not established a Nominations Committee. The Recommendations provide that the Nominations Committee of a company should have a charter that clearly sets out its roles and responsibilities, composition, structure, membership requirements and the procedures for inviting non-committee members to attend meetings. We have not established a Nominations Committee as we do not believe the size of our financial affairs justify the establishment of a separate committee at this time.

Corporate Governance Requirements Arising from Our U.S. Listing — the Sarbanes-Oxley Act of 2002, SEC Rules and the Nasdaq Global Market Marketplace Rules.

Our shares in the form of ADRs are quoted on the Nasdaq Global Market. The Sarbanes-Oxley Act of 2002, as well as related new rules subsequently implemented by the SEC, require companies which are considered to be foreign private issuers in the U.S., such as us, to comply with various corporate governance practices. In addition, Nasdaq has made certain changes to its corporate governance requirements for companies that are listed on the Nasdaq Global Market. These changes allow us to follow Australian “home country” corporate governance practices in lieu of the otherwise applicable Nasdaq corporate governance standards, as long as we disclose each requirement of Rule 5600 that we do not follow and describe the home country practice we follow in lieu of the relevant Nasdaq corporate governance standards. We intend to take all actions necessary to maintain compliance with applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, rules adopted by the SEC and listing standards of Nasdaq. We follow Australian corporate governance practices in lieu of the corporate governance requirements of the Nasdaq Marketplace Rules in respect of:

• Nasdaq requirement under Rule 5620(c) that a quorum consist of holders of 33 1/3% of the outstanding ordinary shares — The ASX Listing Rules do not have an express requirement that each issuer listed on ASX have a quorum of any particular number of the outstanding ordinary shares, but instead allow a listed issuer to establish its own quorum requirements. Our quorum is currently two persons who are entitled to vote. We believe this quorum requirement is consistent with the requirements of the ASX and is appropriate and typical of generally accepted business practices in Australia.

• The Nasdaq requirements under Rules 5605(b)(1) and (2) relating to director independence, including the requirements that a majority of the board of directors must be comprised of independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present — The Nasdaq and ASX definitions of what constitute an independent director are not identical and the requirements relating to the roles and obligations of independent directors are not identical. The ASX, unlike Nasdaq, permits an issuer to establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director’s status as independent and it does not require that a majority of the issuer’s board of directors be independent, as long as the issuer publicly discloses this fact. In addition, the ASX does not require that the independent directors have regularly scheduled meeting at which only independent directors are present. We believe that our Board composition is consistent with the requirements of the ASX and that it is appropriate and typical of generally accepted business practices in Australia.

• The Nasdaq requirements under Rule 5605(c)(1) and (2) relating to the composition of the audit committee and the audit committee charter — The Nasdaq and ASX audit committee requirements are not identical. Moreover, differences in the requirements of Nasdaq and ASX also arise because of the differences in the definitions of who constitutes an independent director, as discussed above. We have an audit committee and audit committee charter that are consistent with the requirements of the ASX Listing Rules and which we believe are appropriate and typical of generally accepted business practices in Australia.

• The Nasdaq requirements under Rules 5605(d) that compensation of an issuer’s officers must be determined, or recommended to the Board for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors, and that director nominees must either be selected, or recommended

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for the Board’s selection, either by a majority of the independent directors, or a nominations committee comprised solely of independent directors. The Nasdaq compensation committee requirements are not identical to the ASX remuneration and nomination committee requirements. Issuers listed on the ASX are recommended under applicable listing standards to establish a remuneration committee consisting of a majority of independent directors and an independent chairperson, or publicly disclose that it has not done so. We have a Remuneration Committee that is consistent with the requirements of the ASX and which we believe is appropriate and typical of generally accepted business practices in Australia.

Directors’ Service Contracts

For details of directors’ service contracts providing for benefits upon termination of employment, see “Item 6. Directors, Senior Management and Employees – B. Compensation – Service Agreements.”

Indemnification of Directors and Officers

Our Constitution provides that, we may indemnify a person who is, or has been, an officer of our company, to the full extent permissible by law, out of our property against any liability incurred by such person as an officer in defending proceedings, whether civil or criminal, and whatever their outcome.

In addition, our Constitution provides that to the extent permitted by law, we may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an officer of our company or one of our subsidiaries against any liability:

• incurred by the person in his or her capacity as an officer of our company or a subsidiary of our company, and

• for costs and expenses incurred by that person in defending proceedings relating to that person acting as an officer of Prima BioMed, whether civil or criminal, and whatever their outcome.

We maintain a directors’ and officers’ liability insurance policy. We have established a policy for the indemnification of our directors and officers against certain liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal proceedings.

D. Employees

As of June 30, 2015, we had 21 employees. Of such employees, 13 were employed in research and development, one in intellectual property management and seven in general management and administration. Of these 21 employees, one was located in the United States, six were located in Australia, three were located in France and 11 were located in Germany. As at the end of fiscal years 2013 and 2014 we had 30 and 31 employees, respectively. The consolidation of our CVac program and the prioritization of IMP321 led to a change in staff structure, which resulted in a reduction of employees during fiscal year 2015 by approximately 30%.

Each of our full-time employees has entered into an agreement with a term of employment of between one to four years or for an unlimited term. We also engage part-time employees. We may only terminate the employment of any of our employees in accordance with the relevant employee’s contract of employment.

Our standard contract of employment for full time and part-time employees provides that we can terminate the employment of an employee without notice for serious misconduct or with between one to three months’ notice without cause (as set out in the relevant employee’s contract of employment). We can terminate the employment of a casual employee without notice. For a summary of the key terms of employment of each of our senior management, see “Item 6. Directors, Senior Management and Employees – B. Compensation – Service Agreements.”

E. Share Ownership

For a description of arrangements involving the employees in the capital of the company, including any arrangement that involves the issue or grant of options or shares or securities of the company, see “Item 6. Directors, Senior Management and Employees – B. Compensation – Global Employee Share Option Plan,” “– Employee Share Option Plan” and “– Executive Incentive Plan.”

Beneficial Ownership of Senior Management and Directors

Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission, and generally includes voting or investment power with respect to securities. Ordinary shares relating to options currently exercisable or exercisable within 60 days of the date of the above table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

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The following table sets forth certain information as of June 30, 2015 regarding the beneficial ownership of our ordinary shares by each of our directors and senior management and by all of our directors and senior management as a group. The shares are beneficially owned, held directly or via an entity related to the individual. The percentages shown are based on 1,751,494,601 ordinary shares issued and outstanding as of June 30, 2015.

Name	Number of Ordinary Shares Beneficially Owned			Percentage of Ownership
Lucy Turnbull		20,059,576			1.15	%
Albert Wong		3,537,500				*
Russell Howard		—				*
Pete Meyers		1,715,686				*
Matthew Lehman***		1,617,763				*
		32,706	**		1.07	%
Sharron Gargosky		—				*
Marc Voigt		870,000				*
		150	**
Deanne Miller		20,924				*
Frédéric Triebel		9,311,383				*
All directors and executive officers as a group (9 persons) – Ordinary shares		37,132,832			2.12	%
		32,856	**		1.07	%

* Less than 1%.

** Shares held in the form of American Depositary Receipts (ADRs) listed on the NASDAQ Global Market.

*** Mr Lehman ceased being the CEO on 9 July 2014.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

Only one shareholder, Ridgeback Capital Investments LP, or Ridgeback, owned more than 5% or more of our ordinary shares as of June 30, 2015. Ridgeback held 100,206,500 ordinary shares, being 5.72% of the total issued share capital of the Company as at June 30, 2015. The ordinary shares are registered in the name of its custodian HSBC Custody Nominees (Australia) Limited, with Ridgeback being the underlying holder and entitled to be registered as the holder. Each share ranks pari passu with existing ordinary shares and entitles the holder to one vote. The voting rights of Ridgeback are no different than the voting rights of other holders of our ordinary shares. The associates of Ridgeback (Ridgeback Associates) are Ridgeback Capital Management L.P. (which has the power to control the right to vote and the disposal of the securities) and Wayne Holman (as the controlling party of Ridgeback Capital Management L.P.).

As of June 30, 2015, 7.45% of our ordinary shares were held in the United States by 13 holders of record, and 30.33% of our ordinary shares were held in the form of ADRs by eight holders of record.

To our knowledge, we are not directly or indirectly controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly. There are no agreements known to us, the operation of which may at a subsequent date result in a change in control of Prima BioMed.

See also the description of Ridgeback’s investment under the heading “Fiscal 2015” in Item 4.A.

B. Related Party Transactions

We operate inter-company loan accounts with our wholly owned subsidiaries. The net amount of such intercompany loans at June 30, 2015 was A$ nil, as all inter-company transactions are eliminated on consolidation.

Ridgeback is a major shareholder of the Company. In connection with the Ridgeback investment described in Item 4.A under the heading “Fiscal 2015,” Ridgeback received a convertible note. The convertible note was subject to shareholder approval, with such approval being obtained on 31 July 2015. See Item 4.A “Fiscal 2015” and Note 28 to the consolidated financial statements.

During the year, Dr Frédéric Triebel provided an unsecured loan to the company of $1,071,523. Interest is charged on this loan at the rate of 10% per annum and is repayable on 30 September 2015. Interest payable with respect to the loan for the year ended 30 June 2015 was $28,206.

Apart from the loan described above, there were no other related party transactions, other than employment matters.

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C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Our audited consolidated financial statements for the fiscal years ending June 30, 2013, 2014 and 2015 are included in Item 18 of this Annual Report on Form 20-F, which is found immediately following the text of this Annual Report on For 20-F The audit report of PricewaterhouseCoopers as of June 30, 2015 and 2014, and for each of the three years in the period ended June 30, 2015, is included therein immediately preceding the financial statements.

Export Sales

The Company had no export sales in its latest financial year ended June 30, 2015.

Legal Proceedings

We are not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on our financial position or profitability. The company is not involved in any governmental proceedings pending or known by us to be contemplated.

Dividend Distribution Policy

We have never paid cash dividends to our shareholders. We intend to retain future earnings for use in our business and do not anticipate paying cash dividends on our ordinary shares in the foreseeable future. Any future dividend policy will be determined by the Board of Directors and will be based upon various factors, including our results of operations, financial condition, current and anticipated cash needs, future prospects, contractual restrictions and other factors as the Board of Directors may deem relevant. There is no assurance that dividends will ever be paid. See “Special Note Regarding Forward Looking Statements”.

Recent Developments

On August 28, 2015 we released to the market and filed with the Australian Stock Exchange our Appendix 4E for the fiscal year ended June 30, 2015. Our audited financial statements for the fiscal year ended June 30, 2015 are included in Item 18 of this Annual Report on Form 20-F. There have been no other recent developments.

B. Significant Changes

There have been no significant changes since the date of the annual financial statements included herein.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Australian Securities Exchange

Our ordinary shares have traded on the ASX since our initial public offering on July 9, 2001. The following table sets forth, for the periods indicated, the high and low market quotations for our ordinary shares as quoted on the ASX.

	Per Ordinary Share (A$)				Per ADS (US$)
	High		Low		High		Low
	A$		A$		US$		US$
Fiscal Year Ended June 30
2010		0.28		0.05		—		—
2011		0.42		0.08		—		—
2012		0.32		0.09		7.65		2.21
2013		0.20		0.06		6.96		1.70
2014		0.11		0.03		3.43		0.82
2015		0.19		0.02		6.48		0.42

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	Per Ordinary Share (A$)				Per ADS (US$)
	High		Low		High		Low
	A$		A$		US$		US$
Fiscal Year Ended June 30, 2014:
First Quarter		0.11		0.04		3.43		1.10
Second Quarter		0.05		0.03		1.90		0.82
Third Quarter		0.07		0.04		1.95		1.02
Fourth Quarter		0.06		0.04		1.56		0.95
Fiscal Year Ended June 30, 2015:
First Quarter		0.05		0.04		1.29		0.9
Second Quarter		0.05		0.03		1.08		0.74
Third Quarter		0.04		0.03		1.03		0.62
Fourth Quarter		0.19		0.02		6.48		0.42
Month Ended:
April 2015		0.03		0.02		0.75		0.5
May 2015		0.19		0.02		6.48		0.42
June 2015		0.10		0.06		2.44		1.38
July 2015		0.09		0.05		1.78		1.14
August 2015		0.06		0.05		1.80		0.93
September 2015		0.07		0.05		1.73		1.14
October 2015 (through October 28)

For a description of the rights of our ADSs, see “Item 12. Description of Securities Other Than Equity Securities – D. American Depositary Shares.”

B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares are listed and traded on the Australian Securities Exchange Ltd., or ASX, on the NASDAQ Global Market where our ordinary shares in the form of ADSs are traded on the NASDAQ Global Market and on the Entry Standard of the Frankfurt Stock Exchange.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

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B. Memorandum and Articles of Association

General

Our constituent document is a Constitution. The Constitution is subject to the terms of the Listing Rules of ASX Limited and the Corporations Act 2001. The Constitution may be amended or repealed and replaced by special resolution of shareholders, which is a resolution of which notice has been given and that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

Purposes and Objects

As a public company we have all the rights, powers and privileges of a natural person. Our Constitution does not provide for or prescribe any specific objects or purposes.

The Powers of the Directors

Under the provision of our Constitution our directors may exercise all the powers of our company in relation to:

Management of Company

The business is managed by the directors who may exercise all the powers of our company that are not by the Corporations Act or by this constitution required to be exercised by shareholders in general meeting subject nevertheless to any provision of this constitution and to the provisions of the Corporations Act.

Members Approval to Significant Changes

The directors must not make a significant change (either directly or indirectly) to the nature and scale of our activities except after having disclosed full details to ASX in accordance with the requirements of the Listing Rules of the ASX and the directors must not sell or otherwise dispose of the main undertaking of our company without the approval of shareholders in general meeting in accordance with the requirements of the Listing Rules.

Rights Attached to Our Ordinary Shares

The concept of authorized share capital no longer exists in Australia and as a result, our authorized share capital is unlimited. All our outstanding ordinary shares are validly issued, fully paid and non-assessable. The rights attached to our ordinary shares are as follows:

Dividend Rights. The directors may declare that a dividend be paid to the members according to the shareholders’ pro rata shareholdings and the directors may fix the amount, the time for payment and the method of payment. No dividend is payable except in accordance with the Corporations Act as amended from time to time and no dividend carries interest as against the Company.

Voting Rights. Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. Such voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future.

The quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person, or by proxy, attorney or representative appointed pursuant to our Constitution. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same time and place. At the reconvened meeting, the required quorum consists of any two members present in person, or by proxy, attorney or representative appointed pursuant to our Constitution. The meeting is dissolved if a quorum is not present within 15 minutes from the time appointed for the meeting.

An ordinary resolution, such as a resolution for the declaration of dividends, requires approval by the holders of a majority of the voting rights represented at the meeting, in person, by proxy, or by written ballot and voting thereon. Under our Constitution, a special resolution, such as amending our Constitution, approving any change in capitalization, winding-up, authorization of a class of shares with special rights, or other changes as specified in our Constitution, requires approval of a special majority, representing the holders of no less than 75% of the voting rights represented at the meeting in person, by proxy or by written ballet, and voting thereon.

Rights in Our Profits. Our shareholders have the right to share in our profits distributed as a dividend and any other permitted distribution.

Rights in the Event of Liquidation. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares in proportion to the capital at the commencement of the liquidation paid up or which ought to have been paid up on the shares held by them respectively. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights, such as the right in winding up to payment in cash of the amount then paid up on the share, and any arrears of dividend in respect of that share, in priority to any other class of shares.

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Changing Rights Attached to Shares

According to our Constitution, the rights attached to any class of shares, unless otherwise provided by the terms of the class, may be varied with either the written consent of the holders of not less than 75% of the issued shares of that class or the sanction of a special resolution passed at a separate general meeting of the shares of that class.

Annual and Extraordinary Meetings

Our directors must convene an annual meeting of shareholders at least once every calendar year, within five months of our last fiscal year-end balance sheet data. Notice of at least 28 days prior to the date of the meeting is required. A general meeting may be convened by any director, or one or more shareholders holding in the aggregate at least 5% of our issued capital. A general meeting must be called not more than 21 days after the request is made. The meeting must be held not later than two months after the request is given.

Limitations on the Rights to Own Securities in Our Company

Subject to certain limitations on the percentage of shares a person may hold in our company, neither our Constitution nor the laws of the Commonwealth of Australia restrict in any way the ownership or voting of shares in our company.

Changes in Our Capital

Pursuant to the Listing Rules, our directors may in their discretion issue securities to persons who are not related parties of our company, without the approval of shareholders, if such issue, when aggregate with securities issued by our company during the previous 12 month period would be an amount that would not exceed 15% of our issued capital at the commencement of the 12 month period. Other allotments of securities require approval by an ordinary resolution of shareholders.

C. Material Contracts

Please see “Item 4. Information on the Company – B. Business Overview – Material Contracts Related to Intellectual Property and Commercialization Rights.”

D. Exchange Controls

Australia has largely abolished exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars. In addition, there are currently no specific rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transaction Reports Agency, which monitors such transaction, and amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation treaty can be shown to apply.

The Foreign Acquisitions and Takeovers Act 1975

Under Australian law, in certain circumstances foreign persons are prohibited from acquiring more than a limited percentage of the shares in an Australian company without approval from the Australian Treasurer. These limitations are set forth in the Australian Foreign Acquisitions and Takeovers Act, or the Takeovers Act.

Under the Takeovers Act, as currently in effect, any foreign person, together with associates, or parties acting in concert, is prohibited from acquiring 15% or more of the shares in any company having total assets of A$231 million or more (or A$1,078 million or more in case of U.S. investors). “Associates” is a broadly defined term under the Takeovers Act 1975 and includes:

• spouses, lineal ancestors and descendants, and siblings;

• partners, officers of companies, the company, employers and employees, and corporations;

• their shareholders related through substantial shareholdings or voting power;

• corporations whose directors are controlled by the person, or who control a person; and

• associations between trustees and substantial beneficiaries of trust estates.

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In addition, a foreign person may not acquire shares in a company having total assets of A$231 million or more (or A$1,078 million or more in case of U.S. investors) if, as a result of that acquisition, the total holdings of all foreign persons and their associates will exceed 40% in aggregate without the approval of the Australian Treasurer. If the necessary approvals are not obtained, the Treasurer may make an order requiring the acquirer to dispose of the shares it has acquired within a specified period of time. The same rule applies if the total holdings of all foreign persons and their associates already exceeds 40% and a foreign person (or its associate) acquires any further shares, including in the course of trading in the secondary market of the ADSs. At present, we do not have total assets of A$231 million or more. At this time, our total assets do not exceed any of the above thresholds and therefore no approval would be required from the Australian Treasurer. Nonetheless, should our total assets exceed the threshold in the future, we would will be mindful of the number of ADS that can be made available, and monitor the 40% aggregate shareholding threshold for foreign persons (together with the associates) to ensure that it will not be exceeded subject to the Australian Treasurer’s approval.

Each foreign person seeking to acquire holdings in excess of the above caps (including their associates, as the case may be) would need to complete an application form setting out the proposal and relevant particulars of the acquisition/shareholding. The Australian Treasurer then has 30 days to consider the application and make a decision. However, the Australian Treasurer may extend the period by up to a further 90 days by publishing an interim order. The Australian Treasurer has issued a guideline titled Australia’s Foreign Investment Policy which provides an outline of the policy. As for the risk associated with seeking approval, the policy provides that the Treasurer will reject an application if it is contrary to the national interest.

If the level of foreign ownership exceeds 40% at any time, we would be considered a foreign person under the Takeovers Act. In such event, we would be required to obtain the approval of the Australian Treasurer for our company, together with our associates, to acquire (i) more than 15% of an Australian company or business with assets totaling over A$231 million; or (ii) any direct or indirect ownership in Australian residential real estate and certain non-residential real estate.

The percentage of foreign ownership in our company would also be included determining the foreign ownership of any Australian company or business in which it may choose to invest. Since we have no current plans for any such acquisition and do not own any property, any such approvals required to be obtained by us as a foreign person under the Takeovers Act will not affect our current or future ownership or lease of property in Australia.

Our Constitution does not contain any additional limitations on a non-resident’s right to hold or vote our securities.

Australian law requires the transfer of shares in our company to be made in writing. No stamp duty will be payable in Australia on the transfer of ADSs.

E. Taxation

The following is a discussion of Australian and United States tax consequences material to our shareholders. To the extent that the discussion is based on tax legislation which has not been subject to judicial or administrative interpretation, the views expressed in the discussion might not be accepted by the tax authorities in question or by court. The discussion is not intended, and should not be construed, as legal or professional tax advice and does not exhaust all possible tax considerations.

Holders of our ADSs should consult their own tax advisors as to the United States, Australian or other tax consequences of the purchase, ownership and disposition of ADSs, including, in particular, the effect of any foreign, state or local taxes.

E.1. AUSTRALIAN TAX CONSEQUENCES

In this section we discuss the material Australian tax considerations that apply to non-Australian tax residents with respect to the acquisition, ownership and disposal of the absolute beneficial ownership of ADSs, which are evidenced by ADSs. This discussion is based upon existing Australian tax law as of the date of this Annual Report, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian income tax law which may be important to particular investors in light of their individual investment circumstances, such as ADSs or shares held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax exempt organizations). In addition, this summary does not discuss any foreign or state tax considerations, other than stamp duty. Prospective investors are urged to consult their tax advisors regarding the Australian and foreign income and other tax considerations of the purchase, ownership and disposition of the ADSs or shares.

Nature of ADSs for Australian Taxation Purposes

Holders of our ADSs are treated as the owners of the underlying ordinary shares for Australian income tax and capital gains tax purposes. Therefore, dividends paid on the underlying ordinary shares will be treated for Australian tax purposes as if they were paid directly to the owners of ADSs, and the disposal of ADSs will be treated for Australian tax purposes as the disposal of the underlying ordinary shares. In the following analysis we discuss the application of the Australian income tax and capital gains tax rules to non-Australian resident holders of ADSs.

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Taxation of Dividends

Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent of tax paid on company profits. Fully franked dividends are not subject to dividend withholding tax. Dividends that are not franked or are partly franked and are paid to non-Australian resident stockholders are subject to dividend withholding tax, but only to the extent the dividends are not franked.

Dividends paid to a non-resident stockholder are subject to withholding tax at 30%, unless the stockholder is a resident of a country with which Australia has a double taxation agreement. In accordance with the provisions of the Double Taxation Convention between Australia and the United States, the maximum rate of Australian tax on unfranked dividends to which a resident of the United States is beneficially entitled is 15%, where the U.S. resident holds less than 10% of the voting rights in our company, or 5% where the U.S. resident holds 10% or more of the voting rights in our company. The Double Taxation Convention between Australia and the United States does not apply to limit the tax rate on dividends where the ADSs are effectively connected to a permanent establishment or a fixed base carried on by the owner of the ADSs in Australia through which the stockholder carries on business or provides independent personal services, respectively.

Tax on Sales or other Dispositions of Shares—Capital Gains Tax

Australian capital gains derived by non-Australian residents in respect of the disposal of capital assets that are not taxable Australian property will be disregarded. Non-Australian resident stockholders will not be subject to Australian capital gains tax on the capital gain made on a disposal of our shares, unless they, together with associates, hold 10% or more of our issued capital, tested either at the time of disposal or over any continuous 12 month period in the 24 months prior to disposal, and the value of our shares at the time of disposal are wholly or principally attributable to Australian real property assets.

Australian capital gains tax applies to net capital gains at a taxpayer’s marginal tax rate but for certain stockholders a discount of the capital gain may apply if the shares have been held for 12 months or more. For individuals, this discount is 50%. Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.

Tax on Sales or other Dispositions of Shares—Stockholders Holding Shares on Revenue Account

Some non-Australian resident stockholders may hold shares on revenue rather than on capital account, for example, share traders. These stockholders may have the gains made on the sale or other disposal of the shares included in their assessable income under the ordinary income provisions of the income tax law, if the gains are sourced in Australia.

Non-Australian resident stockholders assessable under these ordinary income provisions in respect of gains made on shares held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 29% for non-Australian resident individuals. Some relief from the Australian income tax may be available to such non-Australian resident stockholders under the Double Taxation Convention between the United States and Australia, for example, because the stockholder does not have a permanent establishment in Australia.

To the extent an amount would be included in a non-Australian resident stockholder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount would generally be reduced, so that the stockholder would not be subject to double tax on any part of the income gain or capital gain.

Dual Residency

If a stockholder were a resident of both Australia and the United States under those countries’ domestic taxation laws, that stockholder may be subject to tax as an Australian resident. If, however, the stockholder is determined to be a U.S. resident for the purposes of the Double Taxation Convention between the United States and Australia, the Australian tax applicable would be limited by the Double Taxation Convention. Stockholders should obtain specialist taxation advice in these circumstances.

Stamp Duty

A transfer of shares of a company listed on the Australian Stock Exchange is not subject to Australian stamp duty except in some circumstances where one person, or associated persons, acquires 90% or more of the shares.

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Australian Death Duty

Australia does not have estate or death duties. No capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by beneficiaries, may, however, give rise to a capital gains tax liability.

Goods and Services Tax

The issue or transfer of shares will not incur Australian goods and services tax and does not require a stockholder to register for Australian goods and services tax purposes.

Research and Development Tax Incentives

The Australian Government tax incentive scheme, introduced on July 1, 2011, replaces the former R&D Tax Concession scheme for research and development activities in income years commencing on or after July 1, 2011. Subject to certain exclusions, the new scheme provides benefits for eligible research and development activities (R&D activities). Such eligible R&D activities include but are not limited to:

Under the R&D Tax incentive scheme, entities will be entitled to either (i) a 45% refundable tax offset for eligible companies with an aggregated turnover of less than $20 million per annum; or (ii) a non-refundable 40% tax offset for all other eligible companies. Our turnover is less than $20 million, and will therefore be entitled to claim a 45% refundable tax offset for costs relating to eligible R&D activities during the year.

• Core activities, which are experimental activities whose outcome cannot be known or determined in advance, but can only be determined by applying a systematic progression of work;

• Core activities conducted for the purpose of generating new knowledge (including new knowledge in the form of new or improved processes and materials); or

• Supporting activities that are directly related and designed to support (a) and (b).

Under the R&D Tax incentive scheme, entities will be entitled to either (i) a 45% refundable tax offset for eligible companies with an aggregated turnover of less than $20 million per annum; or (ii) a non-refundable 40% tax offset for all other eligible companies. Our turnover is less than $20 million, and will therefore be entitled to claim a 45% refundable tax offset for costs relating to eligible R&D activities during the year.

E.2 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of material U.S. federal income tax consequences that generally apply to U.S. Holders (as defined below) who hold ADSs as capital assets. This summary is based on the United States Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, judicial and administrative interpretations thereof, and the bilateral taxation convention between Australia and the United States, or the Tax Treaty, all as in effect on the date hereof and all of which are subject to change either prospectively or retroactively. If you are a U.S. Holder and subject to special rules, including broker-dealers, financial institutions, certain insurance companies, investors liable for alternative minimum tax, tax-exempt organizations, regulated investment companies, non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar, persons who hold the ADSs through partnerships or other pass-through entities, persons who acquired their ADSs through the exercise or cancellation of any employee stock options or otherwise as compensation for their services, investors that actually or constructively own 10% or more of our voting shares, and investors holding ADSs as part of a straddle or appreciated financial position or as part of a hedging or conversion transaction you are strongly advised to consult your personal tax advisor. This summary does not address any state, local and foreign tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations relevant to the purchase, ownership and disposition of our ADSs.

If a partnership or an entity treated as a partnership for U.S. federal income tax purposes owns ADSs, the U.S. federal income tax treatment of its partners will generally depend upon the status of the partner and the activities of the partnership. A partnership should consult its tax advisors regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of ADSs.

For purposes of this summary, the term “U.S. Holder” means an individual who is a citizen or, for U.S. federal income tax purposes, a resident of the United States; a corporation or other entity taxable as a corporation that is created or organized in or under the laws of the United States or any political subdivision thereof; an estate whose income is subject to U.S. federal income tax regardless of its source; or a trust if (a) a court within the United States is able to exercise primary supervision over administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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Distributions

For U.S. federal income tax purposes, a U.S. Holders of ADSs will be treated as owning the underlying ordinary shares, or ADSs. Subject to the passive foreign investment company rules discussed below, the gross amount of any distribution received by a U.S. Holder with respect to the underlying ordinary shares, including the amount of any Australian taxes withheld there from, will be included in gross income as a dividend to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a U.S. Holder’s tax basis in the ADSs and thereafter will be treated as gain from the sale or exchange of the ADSs. We have not maintained and do not plan to maintain calculations of earnings and profits for U.S. federal income tax purposes. As a result, a U.S. Holder may need to include the entire amount of any such distribution in income as a dividend.

The U.S. dollar value of any distribution on the ADSs made in Australian dollars generally should be calculated by reference to the exchange rate between the U.S. dollar and the Australian dollar in effect on the date of receipt of such distribution by the U.S. Holder regardless of whether the Australian dollars so received are in fact converted into U.S. dollars. A U.S. Holder who receives payment in Australian dollars and converts those Australian dollars into U.S. dollars at an exchange rate other than the rate in effect on such day may have a foreign currency exchange gain or loss, which would generally be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

Subject to complex limitations and certain holding period requirements, a U.S. Holder may elect to claim a credit for Australian tax withheld from distributions against its U.S. federal income tax liability. The limitations set out in the Code include computational rules under which foreign tax credits allowable with respect to specific classes of income cannot exceed the U.S. federal income taxes otherwise payable with respect to each such class of income. Dividends generally will be treated as foreign-source passive category income for U.S. foreign tax credit purposes. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Australian tax withheld. Dividends will not however be eligible for the “dividends received deduction” generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.

Subject to certain limitations, dividends received by a non-corporate U.S. Holder in tax years beginning on or before December 31, 2010 are subject to tax at a reduced maximum tax rate of 15 percent. Distributions taxable as dividends generally qualify for the 15 percent rate provided that: (i) the issuer is entitled to benefits under the Tax Treaty or (ii) the shares are readily tradable on an established securities market in the United States and certain other requirements are met. We believe that we are entitled to benefits under the Tax Treaty and that the ADSs currently are readily tradable on an established securities market in the United States. However, no assurance can be given that the ADSs will remain readily tradable. However, the reduced rate does not apply to dividends received from PFICs. As noted below, we believe there is a material risk that we are a PFIC.

The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions (including pre-release transactions that may be undertaken by the depositary as described in “Description of American Depositary Shares – Pre-release of ADSs”) that are inconsistent with the claiming of foreign tax credits for U.S. holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rated of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of Australian taxes and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our Company.

Disposition of ADSs

If you sell or otherwise dispose of ADSs, you will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in the ADSs. Subject to the passive foreign investment company rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if you have held the ADSs for more than one year at the time of the sale or other disposition. In general, any gain that you recognize on the sale or other disposition of ADSs will be gain from U.S. sources for purposes of the foreign tax credit limitation; losses will generally be allocated against U.S. source income. The deduction of capital losses is subject to certain limitations under the Code.

In the case of a cash basis U.S. Holder who receives Australian dollars in connection with the sale or other disposition of ADSs, the amount realized will be calculated based on the U.S. dollar value of the Australian dollars received as determined on the settlement date of such exchange. A U.S. Holder who receives payment in Australian dollars and converts Australian dollars into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

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An accrual basis U.S. Holder may elect the same treatment required of cash basis taxpayers with respect to a sale or disposition of ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service, or the IRS. In the event that an accrual basis U.S. Holder does not elect to be treated as a cash basis taxpayer (pursuant to the Treasury regulations applicable to foreign currency transactions), such U.S. Holder may have a foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

Passive Foreign Investment Companies

There is a substantial risk that we are a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Our treatment as a PFIC could result in a reduction in the after-tax return to the U.S. Holders of our ADSs and may cause a reduction in the value of such securities.

For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, cash is considered to be an asset which produces passive income. Passive income generally includes dividends, interest, royalties, rents, annuities and the excess of gains over losses from the disposition of assets which produce passive income. As a result of our substantial cash position, the decline in the value of our stock and the current composition of our gross income, we believe that there is a material risk that we are currently a PFIC and that may be a PFIC in the future.

If we are a PFIC in any taxable year during which a U.S. Holder owns ADSs, such U.S. Holder could be liable for additional taxes and interest charges upon (i) certain distributions by us (generally any distribution paid during a taxable year that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the ADSs), and (ii) any gain realized on a sale, exchange or other disposition, including a pledge, of the ADSs, whether or not we continue to be a PFIC. In these circumstances, the tax will be determined by allocating such distributions or gain ratably over the U.S. Holder’s holding period for the ADSs. The amount allocated to the current taxable year and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income (rather than capital gain) earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates applicable to ordinary income for each such taxable year, and an interest charge, generally that applicable to underpayments of tax, will also be imposed on the amount of taxes so derived for each such taxable year.

The PFIC provisions discussed above apply to U.S. persons who directly or indirectly hold stock in a PFIC. Both direct and indirect shareholders of PFICs are subject to the rules described above. Generally, a U.S. person is considered an indirect shareholder of a PFIC if it is:

• A direct or indirect owner of a pass-through entity, including a trust or estate, that is a direct or indirect shareholder of a PFIC;

• A shareholder of a PFIC that is a shareholder of another PFIC; or

• A 50%-or-more shareholder of a foreign corporation that is not a PFIC and that directly or indirectly owns stock of a PFIC.

An indirect shareholder may be taxed on a distribution paid to the direct owner of the PFIC and on a disposition of the stock indirectly owned. Indirect shareholders are strongly urged to consult their tax advisors regarding the application of these rules.

If we cease to be a PFIC in a future year, a U.S. Holder may avoid the continued application of the tax treatment described above by electing to be treated as if it sold its ADSs on the last day of the last taxable year in which we were a PFIC. Any gain would be recognized and subject to tax under the rules described above. Loss would not be recognized. A U.S. Holder’s basis in its ADSs would be increased by the amount of gain, if any, recognized on the sale. A U.S. Holder would be required to treat its holding period for its ADSs as beginning on the day following the last day of the last taxable year in which we were a PFIC.

If the ADSs are considered “marketable stock” and if a U.S. Holder elects to “mark-to-market” its ADSs, the U.S. Holder would not be subject to tax under the excess distribution regime described above. Instead, the U.S. Holder would generally include in income any excess of the fair market value of the ADSs at the close of each tax year over the adjusted tax basis of the ADSs. If the fair market value of the ADSs had depreciated below the adjusted basis at the close of the tax year, the U.S. Holder would be entitled to deduct the excess of the adjusted basis of the ADSs over their fair market value at that time. However, such deductions generally would be limited to the net mark-to-market gains, if any, the U.S. Holder included in income with respect to such ADSs in prior years. Income

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recognized and deductions allowed under the mark-to-market provisions, as well as any gain or loss on the disposition of ADSs with respect to which the mark-to-market election is made, is treated as ordinary income or loss (except that loss is treated as capital loss to the extent the loss exceeds the net mark-to-market gains, if any, that a U.S. Holder included in income with respect to such ordinary shares in prior years). However, gain or loss from the disposition of ADSs (as to which a “mark-to-market” election was made) in a year in which we are no longer a PFIC, will be capital gain or loss. Our ADSs should be considered “marketable stock” if they traded at least 15 days during each calendar quarter of the relevant calendar year in more than de minimis quantities.

A U.S. Holder of ADSs will not be able to avoid the tax consequences described above by electing to treat us as a qualified electing fund. In general, a qualified electing fund is, with respect to a U.S. person, a passive foreign investment company if the U.S. person has elected to include its proportionate share of a company’s ordinary earnings and net capital gains in U.S. income on an annual basis. A qualified electing fund election can only be made with respect to us if we provide U.S. Holders with certain information on an annual basis and we do not intend to prepare the information that U.S. Holders would need to make the qualified electing fund election.

Backup Withholding and Information Reporting

Payments in respect of ADSs may be subject to information reporting to the U.S. Internal Revenue Service and to U.S. backup withholding tax at a rate equal to the fourth lowest income tax rate applicable to individuals (which, under current law, is 28%). Backup withholding will not apply, however, if a U.S. Holder (i) is a corporation, (ii) satisfies an applicable exemption, or (iii) furnishes correct taxpayer identification.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s U.S. tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the reporting requirements of the United States Securities and Exchange Act of 1934, as amended, or the Exchange Act, as applicable to “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of regulation 14A under the Exchange Act, transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the U.S. Securities and Exchange Commission an Annual Report on Form 20-F containing financial statements that have been examined and reported on, with and opinion expressed by an independent registered public accounting firm, and we submit reports to the U.S. Securities and Exchange Commission on Form 6-K containing (among other things) press releases and unaudited financial information for the first six months of each fiscal year. We post our Annual Report on Form 20-F on our website promptly following the filing of our Annual Report with the U.S. Securities and Exchange Commission. The information on our website is not incorporated by reference into this Annual Report.

This document and the exhibits thereto and any other document we file pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the U.S. Securities and Exchange Commission public reference room at 100 F Street, N.E., Room 1580, Washington D.C. 20549. You may obtain information on the operation of the Securities and Exchange Commission’s public reference room in Washington, D.C. by calling the U.S. Securities and Exchange Commission at 1-800-SEC-0330.

The U.S. Securities and Exchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings with the U.S. Securities and Exchange Commission using its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system.

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The documents concerning our company which are referred to in this document may also be inspected at our office located at Level 7, Macquarie St, Sydney New South Wales 2000, Australia.

I. Subsidiary Information

We currently have the following subsidiaries:

• Prima BioMed USA Inc, a 100% owned subsidiary of Prima BioMed Ltd, incorporated in the United States.

• Prima BioMed GmbH, a 100% owned subsidiary of Prima BioMed Ltd, incorporated in Germany.

• Prima BioMed Middle East FZ LLC, a 100% owned subsidiary of Prima BioMed Ltd, incorporated in the United Arab Emirates.

• Prima BioMed Australia Pty Ltd, a 100% owned subsidiary of Prima BioMed Ltd, incorporated in Australia.

• Prima BioMed IP Pty Ltd, a 100% owned subsidiary of Prima BioMed Ltd, incorporated in Australia.

• Immutep S.A.S., a 100% owned subsidiary of Prima BioMed Ltd, incorporated in France.

These subsidiaries were established to allow us to conduct commercial and clinical operations in Europe, the United States, and the UAE.

On 18 September 2014, we deregistered Cancer Vac Pty Ltd., a 100% owned subsidiary incorporated in Australia.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our cash and cash equivalents consist primarily of cash and money market funds. We invest our excess cash and cash equivalents in interest-bearing accounts and term deposits with banks in Australia. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of Australian interest rates. However, because of the short-term nature of the instruments in our portfolio, a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operation.

We conduct our activities predominantly in Australia. However we are exposed to foreign currency risk via trade and other payables we hold. We are required to make certain payments in U.S. dollars, European Euro and other currencies. See “Note 2. Financial Risk Management – (a) Market Risk” to our notes to the financial statements for a further discussion of market risk and sensitivity analysis.

Our exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as follows:

	June 30, 2015						June 30, 2014
	USD			EUR			USD			EUR
Cash in bank		839,185			1,813,642			75,802			5,273,585
Trade and other receivables		126,958			34,592			—			—
Trade and other payables		(221,097	)		(201,561	)		(365,450	)		(17,489	)
Borrowings		(822,930	)		(300,000	)		—			—

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

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D. American Depositary Shares

The following are fees and charges that a holder of our ADSs may have to pay to the Bank of New York Mellon, as depositary:

Persons depositing or withdrawing ordinary shares or ADS holders must pay:	For:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•  Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property •  Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
US$0.05 (or less) per ADS	•  Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to an ADS holder had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs, i.e., US$5.00 or less per 100 ADSs (or portion of 100 ADSs)	•  Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
US$.05 (or less) per ADSs per calendar year	•  Depositary services
Registration or transfer fees	•  Transfer and registration of ordinary shares on our ordinary share register to or from the name of the depositary or its agent when an ADS holder deposits or withdraws ordinary shares
Expenses of the depositary	•  Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) •  converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or ordinary share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	•  As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	•  As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions.

ADS holders are responsible for any taxes or other governmental charges payable on its ADSs or on the deposited securities represented by any of its ADSs. The depositary may refuse to register any transfer ADSs or allow an ADS holder to withdraw the deposited securities represented by its ADSs until such taxes or other charges are paid. It may apply payments owed to an ADS holder or sell deposited securities represented by an ADS holder’s ADSs to pay any taxes owed and such ADS holder will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to the holders of ADSs holder any proceeds, or send to the holders of ADSs any property, remaining after it has paid the taxes.

68

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2015, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of June 30, 2015, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2015 based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of June 30, 2015. This annual report does not include an attestation report of the Company’s Registered Public Accounting Firm on the Company’s internal control over financial reporting as the Company is considered a non-accelerated emerging growth company filer as at June 30, 2015.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) for the fiscal year ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 15T. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16. RESERVED

Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We have an independent director that meets the definition of an “audit committee financial expert”, as defined by rules of the U.S. Securities and Exchange Commission.

ITEM 16B. CODE OF ETHICS

We have adopted a code of conduct that applies to our chief executive officer and all senior financial officers of our company, including the chief financial officer, chief accounting officer or controller, or persons performing similar functions. The code of conduct is publicly available as attachment C to our Board Charter on our website at www.primabiomed.com.au. Written copies are available upon request. If we make any substantive amendment to the code of conduct or grant any waivers, including any implicit waiver, from a provision of the code of conduct, we will disclose the nature of such amendment or waiver on our website.

69

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We retained PricewaterhouseCoopers as our independent registered public accounting firm. Set forth below is a summary of the fees paid to PricewaterhouseCoopers services provided in fiscal 2015 and 2014.

PricewaterhouseCoopers

	Fiscal 2015		Fiscal 2014
	(in A$)
Audit Fees	$	286,000	$	209,420
Audit-Related Fees	$	66,986	$	12,500
Tax Fees		—		—
Other Assurance Services		—		—
Total	$	352,986	$	221,920

Pre-Approval Policies and Procedures

Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the audit committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis. Any proposed services exceeding general pre-approved levels also requires specific pre-approval by our audit committee. The policy prohibits retention of the independent registered public accounting firm to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act or the rules of the Securities and Exchange Commission, and also requires the audit committee to consider whether proposed services are compatible with the independence of the registered public accounting firm.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

70

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Under NASDAQ Stock Market Rule 5615(a)(3), foreign private issuers, such as our company, are permitted to follow certain home country corporate governance practices instead of certain provisions of the NASDAQ Stock Market Rules. A foreign private issuer that elects to follow a home country practice instead of any such NASDAQ rules must submit to NASDAQ, in advance, a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. We submitted such a written statement to NASDAQ. See “Item 6. Directors, Senior Management and Employees – C. Board Practices – Corporate Governance Requirements Arising from our U.S. Listing – the Sarbanes-Oxley Act of 2002, SEC Rules and the Nasdaq Global Market Marketplace Rules” for a summary of such differences.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to furnish financial statements and related information specified in Item 18.

ITEM 18. FINANCIAL STATEMENTS

71

Prima BioMed Ltd

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of June 30, 2015 and 2014		F-3
Consolidated Statements of Comprehensive Loss for the years ended June 30, 2015, 2014, and 2013		F-4
Consolidated Cash Flow Statements for the years ended June 30, 2015, 2014, and 2013		F-5
Consolidated Statements of Changes in Equity for the years ended June 30, 2015, 2014, and 2013		F-6
Notes to the Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

To Board of Directors and Shareholders of Prima BioMed Ltd:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive loss, of cash flows and of changes in equity present fairly, in all material respects, the financial position of Prima BioMed Ltd and its subsidiaries at June 30, 2015 and 2014 and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Sydney, Australia

October 30, 2015

F-2

PRIMA BIOMED LTD

CONSOLIDATED BALANCE SHEETS

(in Australian dollars, except number of shares)

			June 30,
			2015 A$			2014 A$
	Note
ASSETS
Current Assets
Cash and cash equivalents		7		6,759,615			14,200,042
Current receivables		8		315,453			196,407
Held-to-maturity investments		9		—			9,000,000
Other current assets		10		948,003			1,287,359
Total Current Assets				8,023,071			24,683,808
Non-Current Assets
Plant and equipment		11		297,957			577,264
Intangibles		12		22,662,417			116,883
Total Non-Current Assets				22,960,374			694,147
TOTAL ASSETS				30,983,445			25,377,955
Current Liabilities
Trade and other payables		14		2,770,049			2,652,277
Borrowings		15		1,508,473			—
Current tax payable				20,837			16,990
Employee benefits		16		80,304			101,569
Total Current Liabilities				4,379,663			2,770,836
Non-Current Liabilities
Employee benefits		17		35,706			14,799
Deferred tax liability		13		1,878,333			—
Total Non-Current Liabilities				1,914,039			14,799
TOTAL LIABILITIES				6,293,702			2,785,635
NET ASSETS				24,689,743			22,592,320
EQUITY
Contributed equity		18		179,887,135			149,014,372
Reserves		19		5,267,729			1,882,674
Accumulated losses				(160,456,422	)		(128,304,726	)
Equity attributable to the owners of Prima BioMed Ltd				24,689,743			22,592,320
TOTAL EQUITY				24,689,743			22,592,320

The above consolidated balance sheets should be read in conjunction with the accompanying notes

F-3

PRIMA BIOMED LTD

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in Australian dollars, except number of shares)

			Years ended June 30,
	Note		2015 A$			2014 A$			2013 A$
OTHER INCOME
License income				168,322			15,929			—
Grant income				1,167,190			2,004,198			1,648,725
Gain on foreign exchange				538,248			406,628			1,417,613
Interest income				219,107			713,311			939,056
Total other income				2,092,867			3,140,066			4,005,394
Expenses
Research & development and intellectual property		5		(8,952,447	)		(11,930,857	)		(14,005,259	)
Corporate administrative expenses		5		(5,723,105	)		(4,092,623	)		(4,851,195	)
Depreciation and amortisation expenses		5		(1,341,202	)		(446,360	)		(254,024	)
Finance cost		5		(18,364,804	)		—			—
Loss on disposal of assets		5		(5,160	)		—			—
Changes in fair value of derivative financial instruments				—			—			(33,714	)
Loss before income tax expense				(32,293,852	)		(13,329,774	)		(15,138,798	)
Income tax expense		6		142,156			(13,607	)		(86,873	)
Loss after income tax expense for the year				(32,151,696	)		(13,343,381	)		(15,225,671	)
Other Comprehensive Loss
Items that may be reclassified to profit or loss
Exchange differences on the translation of foreign operations				(56,907	)		(57,421	)		(35,332	)
Other comprehensive loss for the year net of tax				(56,907	)		(57,421	)		(35,332	)
Total comprehensive loss for the year				(32,208,603	)		(13,400,802	)		(15,261,003	)
Loss for the year is attributable to:
Owners of Prima BioMed Ltd				(32,151,696	)		(13,343,381	)		(15,225,671	)
				(32,151,696	)		(13,343,381	)		(15,225,671	)
Total comprehensive loss for the year is attributable to:
Owners of Prima BioMed Ltd				(32,208,603	)		(13,400,802	)		(15,261,003	)
				(32,208,603	)		(13,400,802	)		(15,261,003	)
				Cents			Cents			Cents
Basic earnings per share		30		(2.04	)		(0.94	)		(1.42	)
Diluted earnings per share		30		(2.04	)		(0.94	)		(1.42	)

The above consolidated statements of comprehensive loss should be read in conjunction with the accompanying notes

F-4

PRIMA BIOMED LTD

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Australian dollars, except number of shares)

			Years Ended June 30,
	Note		2015 A$			2014 A$			2013 A$
Cash flows related to operating activities
Payments to suppliers and employees (inclusive of GST)				(15,276,020	)		(16,928,382	)		(18,921,138	)
License income				168,322			15,929			—
License fee received				5,774,784			—			—
Interest received				380,650			704,778			1,295,095
Tax paid				(1,908	)		(23,684	)		(59,808	)
Grant income				1,167,190			2,004,198			1,648,725
Net cash flows used in operating activities				(7,786,982	)		(14,227,161	)		(16,037,126	)
Cash flows related to investing activities
Payments for held-to-maturity investments				—			(9,000,000	)		(8,000,000	)
Cash received from held-to-maturity investments				9,000,000			8,000,000			21,045,423
Payments for plant and equipment				(48,499	)		(103,675	)		(507,924	)
Payment for acquisition of subsidiary, net of cash acquired				(20,912,912	)		—			—
Net cash flows provided by (used in) investing activities				(11,961,411	)		(1,103,675	)		12,537,499
Cash flows related to financing activities
Proceeds from issue of shares and options				7,744,648			6,845,001			7,714,250
Proceeds from borrowings				3,925,405			—			—
Repayment of borrowings				(237,308	)		—			—
Share issue transaction costs				(164,316	)		(157,606	)		(552,224	)
Net cash flows provided by financing activities				11,268,429			6,687,395			7,162,026
Net (decrease) increase in cash and cash equivalents				(8,479,964	)		(8,643,441	)		3,662,399
Effect of exchange rate on cash and cash equivalents				1,039,537			820,340			1,369,028
Cash and cash equivalents at the beginning of the year				14,200,042			22,023,143			16,991,716
Cash and cash equivalents at the end of the year		7		6,759,615			14,200,042			22,023,143

* During the year convertible notes in the amount of $2,853,883 were converted into equity. No impact has been recorded on the cashflow statement for this conversion.

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes

F-5

PRIMA BIOMED LTD

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in Australian dollars, except number of shares)

Consolidated	Issued Equity A$		Reserves A$			Retained earnings A$			Total equity A$
Balance at July 1, 2012		136,712,525		181,020			(99,735,674	)		37,157,871
Other comprehensive loss for the year, net of tax		—		(35,332	)		—			(35,332	)
Loss after income tax expense for the year		—		—			(15,225,671	)		(15,225,671	)
Total comprehensive loss for the year		—		(35,332	)		(15,225,671	)		(15,261,003	)
Transactions with owners in their capacity as owners:		5,614,452		—			—			5,614,452
Contributions of equity, net of transactions costs		—		1,547,574			—			1,547,574
Employee options scheme		—		189,524			—			189,524
Balance at June 30, 2013		142,326,977		1,882,786			(114,961,345	)		29,248,418
Consolidated	Issued Equity A$		Reserves A$			Retained earnings A$			Total equity A$
Balance at July 1, 2013		142,326,977		1,882,786			(114,961,345	)		29,248,418
Other comprehensive loss for the year, net of tax		—		(57,421	)		—			(57,421	)
Loss after income tax expense for the year		—		—			(13,343,381	)		(13,343,381	)
Total comprehensive loss for the year		—		(57,421	)		(13,343,381	)		(13,400,802	)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs		6,687,395		—			—			6,687,395
Employee options scheme		—		57,309			—			57,309
Balance at June 30, 2014		149,014,372		1,882,674			(128,304,726	)		22,592,320
Consolidated	Issued Equity A$		Reserves A$			Retained earnings A$			Total equity A$
Balance at July 1, 2014		149,014,372		1,882,674			(128,304,726	)		22,592,320
Other comprehensive loss for the year, net of tax		—		(56,907	)		—			(56,907	)
Loss after income tax expense for the year		—		—			(32,151,696	)		(32,151,696	)
Total comprehensive loss for the year		—		(56,907	)		(32,151,696	)		(32,208,603	)
Transactions with owners in their capacity as owners:		—		—			—			—
Contributions of equity, net of transaction costs		30,800,584		2,201,037			—			33,001,621
Share based payment		—		565,606			—			565,606
Employee share based payment		—		738,799			—			738,799
Exercise of vested performance rights		63,480		(63,480	)		—			—
Balance at June 30, 2015		179,878,436		5,267,729			(160,456,422	)		24,689,743

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes

F-6

PRIMA BIOMED LTD

NOTES TO THE FINANCIAL STATEMENTS

(in Australian dollars, unless otherwise noted)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of the Company and its subsidiaries.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. Prima BioMed Ltd is a for-profit entity for the purpose of preparing the financial statement. These financial statements were authorized for issue by the Directors on 30 October 2015.

(i) Compliance with IFRS

The consolidated financial statements of the Prima BioMed Ltd group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(ii) New and amended standards adopted by the group

None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning July 1, 2014 affected any of the amounts recognised in the current period or any prior period and are not likely to affect future periods.

(iii) Early adoption of standards

Refer to note 1(v) for pronouncements which have been elected by the group to commence before their operative date in the annual reporting period beginning 1 July 2014.

(iv) Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative financial instruments) at fair value through profit or loss.

(v) Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

(b) Principles of consolidation

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

F-7

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is the Prima BioMed Ltd’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the income statement, within finance costs. All other foreign exchange gains and losses are presented in the income statement on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

• income and expenses for each income statement and statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

• all resulting exchange differences are recognised in other comprehensive lincome.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

(e) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group’s activities as described below. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

F-8

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Interest Income

Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortized cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(ii) Grant Income

Grants from the governments, including Australian Research and Development Rebates and Development Rebates, France’s Crédit d’Impôt Recherche, and Saxony Development Bank (“Sächsische Aufbaubank”) from Germany, are recognised at their fair value when there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions. Government grants relating to operating costs are recognised in the Statements of Comprehensive Income as other income.

(iii) License revenue

License revenue is recognized on receipt or where there is reasonable assurance that the license revenue will be received.

(f) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Prima BioMed Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.

Prima BioMed Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

F-9

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(g) Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, liabilities incurred to the former owners of the acquired business and the equity interests issued by the group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration agreement, and the fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises and non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred and the amount of any non-controlling interests in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is required as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit and loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit and loss.

(h) Impairment of assets

Goodwill and intangible assets that have a definite useful life are subject to amortisation and tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(i) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(j) Current receivables

Current receivables are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. Amount receivable in relation to Goods and Services Tax (GST) and Value Added Tax (VAT) are due from the local taxation authorities and recorded based on the amount of GST and VAT paid on purchases. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

Collectability of current receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off by reducing the carrying amount. An allowance account is used when there is objective evidence that the group will not be able to collect all amounts due.

(k) Investments and other financial assets

Classification

The group classifies its financial assets in the following categories: loans and receivables, available for sale investment and held-to-maturity investments. The classification depends on the purpose for which the investments were acquired.

Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting date.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 8) in the balance sheet.

(ii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the group’s management has the positive intention and ability to hold to maturity. If the group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which are classified as current assets.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Loans and receivables and held-to-maturity investments are subsequently carried at amortized cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in profit or loss within other income or other expenses in the period in which they arise.

Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue from continuing operations when the group’s right to receive payments is established. Interest income from these financial assets is included in the net gains / (losses).

Impairment

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there

F-11

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired.

Assets carried at amortized cost

For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss.

If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. Impairment testing of current receivables is described in note 1(g).

(l) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in other income or other expenses.

(m) Plant and equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows:

• Computers – 3 years

• Plant and equipment – 3-5 years

• Furniture – 3-5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(g)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in corporate administrative expenses through the profit or loss.

(n) Intangible assets

(i) Intellectual property

Costs incurred in acquiring intellectual property are capitalised and amortised on a straight line basis over a period not exceeding the life of the patents, which averages 15 years. Where a patent has not been formally granted, the company estimates the life of the granted patent in accordance with the provisional application.

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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Costs include only those costs directly attributable to the acquisition of the intellectual property. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(g)).

(ii) Research and development

Research expenditure on internal projects is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably. The expenditure capitalized comprises all directly attributable costs, including costs of materials, services, direct labor and an appropriate proportion of overheads. Other expenditures that do not meet these criteria are recognised as an expense as incurred.

As the Company has not met the requirement under the standard to capitalize costs in relation to development, these amounts have been expensed.

Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use on a straight line basis over its useful life.

(o) Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid.

The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.

(p) Finance costs

Finance costs are expensed in the period in which they are incurred.

(q) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for accumulating annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables.

(ii) Other long-term employee benefit obligations

The liability for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of government bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(iii) Retirement benefit obligations

The group does not maintain a group superannuation plan. The group makes fixed percentage contributions for all Australian resident employees to complying third party superannuation funds. The group has no statutory obligation and does not make contributions on behalf of its resident employees in the USA and Germany. The group’s legal or constructive obligation is limited to these contributions. Contributions to complying third party superannuation funds and pension plans are recognised as an expense as they become payable.

(iv) Share-based payments

Share-based compensation benefits are provided to employees via the Executive Incentive Plan (EIP) and Global Employee Shares Option Plan (GESOP). Information relating to these schemes is set out in note 31.

The fair value of options granted under the EIP and GESOP are recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions.

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

(v) Termination benefits

Termination benefits are payable when employment is terminated before the normal employment contract expiry date. The group recognises termination benefits when it is demonstrably committed to terminating the employment of current employees.

(vi) Bonus plan

The group recognises a liability and an expense for bonuses. The group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(r) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit or loss attributable to owners of the Company

• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Bonus elements have been included in the calculation of the weighted average number of ordinary shares and has been retrospectively applied to the prior financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

F-14

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(t) Goods and Services Tax and other similar taxes (‘GST’)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted

New and amended standards adopted by the group

The group has applied the following standards and amendments for first time for their annual reporting period commencing July 1, 2014:

• AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets

• AASB 2013-4 Amendments to Australian Accounting Standards – Novation of Derivatives and Continuation of Hedge Accounting

• Interpretatiion 21 Accounting for Levies

• AASB 2014-1 Amendments to Australian Accounting Standards

The adoption of AASB 2013-3 had a small impact on the impairment disclosures and AASB 2014-1 has required additional disclosures in our segment note. Other than that, the adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.

The group also elected to adopt the following two standards early:

• Amendments made to Australian Accounting Standards by AASB 2015-1 (Improvements 2012-2014 cycle), and

• Amendments made to AASB 101 by AASB 2015-2 (Disclosure initiative).

As these amendments merely clarify the existing requirements, they do not affect the group’s accounting policies or any of the disclosure.

F-15

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for June 30, 2015 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new standards and interpretations is set out below.

Title of standard	Nature of change	Impact	Mandatory application date/ Date of adoption by group
AASB 9 Financial Instruments	AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities and introduces new rules for hedge accounting. In December 2014, the AASB made further changes to the classification and measurement rules and also introduced a new impairment model. These latest amendments now complete the new financial instruments standard.	When adopted, the standard will not have any significant impact as on the financial statements unless the Company acquires financial assets and liabilities. There will be no impact on the group’s accounting for financial assets, as the new requirements only affect the accounting for available-for-sale financial assets and the group does not have any such assets. There will be no impact on the group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the group does not have any such liabilities.	Must be applied for financial years commencing on or after 1 January 2018. It is expected that the date of adoption by the group will be in the financial years commencing 1 July 2018.
AASB 15 Revenue from Contracts with Customers	The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise transitional adjustments in retained earnings on the date of initial application (e.g. 1 July 2017), i.e. without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the date of initial application.	Management has completed its assessment of the impact of AASB 15 and has not identified any instances at this point of time where the new standard requirements will have a material impact on the financial statements of the Company. The Company will continue to monitor this assessment.	Mandatory for financial years commencing on or after 1 January 2018. Expected date of adoption by the group: 1 July 2018.

There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(v) Parent entity financial information

The financial information for the parent entity, Prima BioMed Ltd, disclosed in note 30 has been prepared on the same basis as the consolidated financial statements, except as set out below.

(i) Investments in subsidiaries, associates and joint venture entities

Investments in subsidiaries are accounted for at cost in the financial statements of Prima BioMed Ltd.

(ii) Tax consolidation legislation

Prima BioMed Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Prima BioMed Ltd, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right.

The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate for any current tax payable assumed and are compensated by the head entity for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to the head entity under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements.

The amounts receivable/payable under the tax funding agreement is due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax installments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.

(iii) Share-based payments

The grant by the company of options over its equity instruments to the employees of subsidiary undertakings in the group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.

NOTE 2. FINANCIAL RISK MANAGEMENT

The group’s activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the group. The group uses derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The group hedges its foreign exchange risk exposure arising from future commercial transactions and recognised assets and liabilities using forward contracts. The group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis and cash flow forecasting in the case of foreign exchange and aging analysis for credit risk.

Risk management is carried out by senior management under policies approved by the board of directors. Management identifies, evaluates and hedges financial risks in close co-operation with the group’s operating units. The board provides the principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

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NOTE 2. FINANCIAL RISK MANAGEMENT (continued)

(a) Market risk

Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and Euro. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

Management has set up a policy to manage the company’s exchange risk within the group companies. The group hedges its foreign exchange risk exposure arising from future commercial transactions and recognised assets and liabilities using forward contracts.

The group considers using forward exchange contracts to cover anticipated cash flow in USD and Euro periodically, as derivatives held for trading and measured through the income statement. This policy is reviewed regularly by directors from time to time. There were no outstanding foreign exchange contracts as at 30 June 2015 and 30 June 2014.

The group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as follows:

	June 30, 2015								June 30, 2014
	USD			EUR			Other		USD			EUR			Other
Cash in bank		839,185			1,813,642			—		75,802			5,273,585			—
Trade and other receivables		126,958			34,592			—		—			—			—
Trade and other payables		(221,097	)		(201,561	)		—		(365,450	)		(17,489	)		—
Borrowings		(822,930	)		(300,000	)		—		—			—			—

Sensitivity

Based on the financial instruments held at June 30, 2015, had the Australian dollar weakened/ strengthened by 10% against the US dollar with all other variables held constant, the group’s post-tax loss for the year would have been $10,141 higher/$10,141 lower (2014 – $28,965 higher/$28,965 lower Any impact on the equity will result from changes in retained earnings.

Based on the financial instruments held at June 30, 2015, had the Australian dollar weakened/ strengthened by 10% against the Euro with all other variables held constant, the group’s post-tax loss for the year would have been $196,137higher/$196,137 lower (2014 – $525,610 higher/$525,610 lower), mainly as a result of foreign exchange gains/losses on translation of Euro denominated financial instruments and from foreign forward exchange contracts.

The group’s exposure to other foreign exchange movements is not material.

(b) Credit risk

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks. For banks, only independently rated parties with a minimum rating of ‘A’ according to Standard & Poor’s are accepted.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings:

	30 June 2015		30 June 2014
	$		$
Cash at bank and short-term bank deposits
AA-		6,759,615		14,200,042
Held-to-maturity investment
AA-		—		9,000,000
Derivative financial instruments
AA-		—		—

Held to maturity investments represent term deposits with a maturity period greater than 3 months and less than 12 months.

F-18

NOTE 2. FINANCIAL RISK MANAGEMENT (continued)

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash to meet obligations when due. At the end of the reporting period the group held deposits at call of $6,759,615 (2014 –$14,200,042) that are expected to readily generate cash inflows for managing liquidity risk. Management monitors rolling forecasts of the group’s liquidity reserve cash and cash equivalents (note 7) on the basis of expected cash flows. In addition, the group’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these.

As outlined in Note 3, the company’s monitoring of its cash requirements extends to the consideration of potential capital raising strategies and an active involvement with its institutional and retail investor base.

Maturities of financial liabilities

The tables below analyze the group’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

(a) all non-derivative financial liabilities, and

(b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities At June 30, 2015	Less than 6 months $		6-12 months $		Total contractual cash flows $		Carrying Amount (assets) / liabilities $
Non-Derivatives
Trade and other payables		2,770,049		—		2,770,049		2,770,049
Borrowings		1,508,473		—		1,508,473		1,508,473
		4,278,522		—		4,278,522		4,278,522

Contractual maturities of financial liabilities At June 30, 2014	Less than 6 months $		6-12 months $		Total contractual cash flows $		Carrying Amount (assets) / liabilities $
Non-Derivatives
Trade and other payables		2,652,277		—		2,652,277		2,652,277
		2,652,277		—		2,652,277		2,652,277

(d) Fair value measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

AASB 7 (IFRS 7) Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

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NOTE 2. FINANCIAL RISK MANAGEMENT (continued)

(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and

(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

The following table presents the group’s assets and liabilities measured and recognised at fair value at June 30, 2015:

At 30 June 2015	Level 1 $		Level 2 $		Level 3 $		Total $
Assets
Comparability milestone at fair value		—		—		542,075		542,075
Total Assets		—		—		542,075		542,075
Liabilities
Borrowings		—		—		1,508,473		1,508,473
Total liabilities		—		—		1,508,473		1,508,473

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

Specific valuation techniques used to value financial instruments include:

• The use of quoted market prices or dealer quotes for similar instruments.

• Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

(i) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 instruments for the year ended 30 June 2015:

	Comparability milestone		Borrowings			Total
	$		$			$
Opening balance 1 July 2014		—		—			—
Other increases		542,075		(1,508,473	)		(966,398	)
(Losses)/gains recognised as an expense		—		—			—
Closing balance 30 June 2015		542,075		(1,508,473	)		(966,398	)

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NOTE 2. FINANCIAL RISK MANAGEMENT (continued)

(ii) Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant inputs used in level 3 fair value measurements:

Description	Fair value at 30 June 2015 $		Unobservable inputs	Range of inputs
Comparability milestone at fair value		542,075	Requirement to undertake Phase 1 trial before commencing Phase 2 trial		50	%
Borrowings		1,508,473	Face value of borrowing		100	%

NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Income taxes

The group has recognised deferred tax assets of $1.5m which related to carried forward tax losses in the Immutep subsidiary acquired during the period. On acquisition, the group has recognised significant amortising IP intangibles for which there will be no corresponding tax deduction, giving rise to a future taxable temporary difference and required the recognition of a deferred tax liability as part of the business combination accounting. The entity had previously unrecognised tax losses which management is satisfied will continue to be available to be utilised by the subsidiary after the acquisition. As such, the group has recognised a deferred tax asset to the extent of the deferred tax liability recognised on acquisition. The group has concluded that the deferred assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary.

All other remaining deferred tax assets relating to carried forward tax losses and taxable temporary differences have not been recognised since the group is currently in a loss making position and unable to generate taxable income to utilise the carried forward tax losses and taxable temporary differences. The utilisation of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped. The group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The group estimates its tax liabilities based on the group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next Annual Reporting period but may impact profit or loss and equity. Refer to note 31—share based payment.

Research and development

The consolidated entity has expensed all internal research and development expenditure incurred during the year as the costs relate to the initial expenditure for research and development of biopharmaceutical products and the generation of future economic benefits is not considered certain given the current stage of development. It was considered appropriate to expense the research and development costs as they did not meet the criteria to be capitalized under AASB 138 (IAS 38) Intangible Assets.

F-21

NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)

Going Concern

The Group has experienced significant recurring operating losses and negative cash flows from operating activities since its inception. As at June 30, 2015, the Group holds cash and cash equivalents of $6,759,615 (2014: $14,200,042) and held-to-maturity investments of Nil (2014: $9,000,000). In line with the Company’s financial risk management, the directors have carefully assessed the financial and operating implications of the above matters, including the expected cash outflows of ongoing research and development activities of the Company.

As detailed in Note 28, subsequent to year end the company has raised $10 million from a Share Purchase Plan and has raised approximately $14 million from an investment by Ridgeback Capital. In line with the Company’s financial risk management, the directors have carefully assessed the financial and operating implications of the above matters, including the expected cash outflows of ongoing research and development activities of the Company. Based on this consideration, the directors are of the view that the Group will be able to pay its debts as and when they fall due for at least 12 months following the date of these financial statements and that it is appropriate for the financial statements to be prepared on a going concern basis.

Monitoring and addressing the ongoing cash requirements of the Group is a key focus of the directors. This involves consideration of alternative future capital raising initiatives and an active engagement with potential retail and institutional investors alike.

Business combination

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, liabilities incurred to the former owners of the acquired business and the equity interests issued by the group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration agreement, and the fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises and non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred and the amount of any non-controlling interests in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is required as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit and loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit and loss.

F-22

NOTE 4. SEGMENT REPORTING

Identification of reportable operating segments

Subsequent to the acquisition of Immutep S.A., internal reports which are reviewed and used by Management and the Board of Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) form only one segment, being Cancer Immunotherapy. This segment reporting is used to assess performance and in determining the allocation of resources. There is no aggregation of operating segments. The CODM reviews earnings/loss before tax. Prior year segment reporting information has been restated to reflect the form in which the CODM reviews financial information.

Types of products and services

The principal products and services of each of these operating segments are as follows:

• Cancer Immunotherapy

In the current fiscal year, the Company has focused on cancer immunotherapy research.

Operating segment information

June 30, 2015	Cancer Immunotherapy A$			Other R&D A$		Unallocated A$		Consolidated A$
Other income
Revenue		168,322			—		—		168,322
Grant income		1,167,190			—		—		1,167,190
Gain on foreign exchange		—			—		538,248		538,428
Interest income		—			—		219,107		219,107
Total other income		1,335,512			—		757,355		2,092,867
Segment Result
Depreciation and amortisation		(1,341,202	)		—		—		(1,341,202	)
Other expenses*		(33,045,516	)		—		—		(33,045,516	)
Loss before income tax expense		(33,051,208	)		—		737,355		(32,293,852	)
Income tax expense									142,156
Loss after income tax expense									(32,151,696	)
Total segment assets		30,983,445			—		—		30,983,455
Total segment liabilities		6,293,702			—		—		6,293,702

* net of other income

June 30, 2014	Cancer Immunotherapy A$			Other R&D A$		Unallocated A$			Consolidated A$
Other income
Revenue		—			—		15,929			15,929
Grant income		2,004,198			—		—			2,004,198
Gain on foreign exchange		—			—		406,628			406,628
Interest income		—			—		713,311			713,311
Total other income		2,004,198			—		1,135,868			3,140,066
Segment Result
Depreciation and amortisation		(433,074	)		—		(13,286	)		(446,360	)
Other expenses*		(11,386,363	)		—		(1,497,051	)		(12,883,414	)
Loss before income tax expense		(11,819,437	)		—		(1,510,337	)		(13,329,774	)
Income tax expense										(13,607	)
Loss after income tax expense										(13,343,381	)
Total segment assets		25,377,955			—		—			25,377,955
Total segment liabilities		2,785,635			—		—			2,785,635

* net of other income

F-23

NOTE 4. SEGMENT REPORTING (continued)

June 30, 2013	Cancer Immunotherapy A$			Other R&D A$			Unallocated A$			Consolidated A$
Other income
Grant income		1,648,725			—			—			1,648,725
Gain on foreign exchange		—			—			1,417,613			1,417,613
Interest income		—			—			939,056			939,056
Total other income		1,648,725			—			2,356,669			4,005,394
Segment Result
Depreciation and amortisation		(241,814	)		—			(12,210	)		(254,024	)
Other expenses*		(13,914,144	)		(6,317	)		(964,313	)		(14,884,774	)
Loss before income tax expense		(14,155,958	)		(6,317	)		(976,523	)		(15,138,798	)
Income tax expense											(86,873	)
Loss after income tax expense											(15,225,671	)
Total segment assets		32,814,298			—			—			32,814,298
Total segment liabilities		3,565,880			—			—			3,565,880

* net of other income

NOTE 5. EXPENSES

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$		June 30, 2013 A$
Loss before income tax includes the following specific expenses:
Research & Development and Intellectual Property
Research and development		8,515,150		11,825,668		13,852,477
Intellectual property management		437,297		105,189		152,782
Total Research & Development and Intellectual Property		8,952,447		11,930,857		14,005,259
Corporate administrative expenses
Auditor’s remuneration		292,807		222,720		259,340
Directors fee and employee expenses		2,508,533		1,969,494		2,095,547
Administrative expenses		2,921,745		1,900,409		2,496,308
Total corporate administrative expenses		5,723,105		4,092,623		4,851,195
Depreciation
Plant and equipment		308,719		370,237		186,940
Computers		14,523		18,987		11,039
Furniture and fittings		2,532		2,698		1,607
Total depreciation		325,774		391,922		199,586
Amortisation*
*  $380,776 (2014: $433,074) relates to R&D
Patents		55,002		54,438		54,438
Intellectual Property Assets R&D		960,426		—		—
Total amortisation		1,015,428		54,438		54,438
Total depreciation and amortisation		1,341,202		446,360		254,024
Loss on disposal of assets
Plant and equipment		5,160		—		—
Finance expenses
Interest expenses		26,789		—		—
Other finance expenses – note 18		18,338,015		—		—
Finance expense		18,364,804		—		—

F-24

NOTE 6. INCOME TAX EXPENSE

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$			June 30, 2013 A$
Numerical reconciliation of income tax expense to prima facie tax payable
Loss before income tax expense		(32,293,852	)		(13,329,774	)		(15,138,798	)
Tax at the Australian tax rate of 30%		(9,688,156	)		(3,998,932	)		(4,541,639	)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses		6,034,418			439,652			1,022,310
Non-assessable income		(233,261	)		(479,616	)		(432,636	)
Capital listing fee		(188,530	)		(586,143	)		—
Others		—			—			83,243
Difference in overseas tax rates		184,251			569			3,630
Section 40-880 deductions		—			—			—
		(3,891,278	)		(4,624,471	)		(3,865,092	)
Net adjustment to deferred tax assets and liabilities for tax losses and temporary differences not recognised		3,749,122			4,638,078			3,951,965
Income tax expense*		(142,156	)		13,607			86,873

* Income tax expense relates to tax payable in the United States and movement in deferred tax assets and liabilities for the French subsidiary.

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$			June 30, 2013 A$
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Carried forward tax losses benefit		31,262,135			27,329,078			22,562,084
Temporary differences		(196,493	)		(402,644	)		147,615
Total deferred tax assets not recognised		31,065,642			26,926,434			22,709,699

The above potential tax benefit, which includes tax losses and temporary differences has not been recognised in the consolidated balance sheet as the recovery of this benefit is not probable. There is no expiration date for the tax losses carried forward. The estimated amount of cumulative tax losses at 30 June 2015 was $104,207,118 (2014 - $91,096,926). Utilisation of these tax losses is dependent on the parent entity satisfying certain tests at the time the losses are recouped.

NOTE 7. CASH AND CASH EQUIVALENTS

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Cash on hand		1,296		1,344
Cash at bank		6,508,319		9,698,698
Cash on deposit		250,000		4,500,000
		6,759,615		14,200,042

The above cash and cash equivalent are held in AUD, USD, and Euro. The interest rate on these deposits range from 0% to 2.3% in 2015 (2014 – 0% to 3.05%).

F-25

NOTE 8. HELD-TO-MATURITY INVESTMENT

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Term deposits		—		9,000,000

Held to maturity investments represent term deposits with a maturity period greater than 3 months and less than 12 months. These term deposits are denominated in AUD and have interest rates of Nil in 2015 (2014 – 3.75%) The group’s exposure to interest rate risk is discussed in note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of held to maturity investment mentioned above.

NOTE 9. CURRENT RECEIVABLES

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
GST receivable		150,143		196,047
Accounts receivable		165,310		—
		315,453		196,407

Due to the short term nature of these receivables, the carrying value is assumed to be their fair value and at 30 June 2015. No receivables were impaired or past due.

NOTE 10. OTHER CURRENT ASSETS

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Prepayments*		380,749		1,090,608
Security deposit		21,224		31,252
Accrued interest		3,955		165,499
Retention receivable		542,075		—
		948,003		1,287,359

* Prepayments are in relation to the deposits paid to organizations involved in the clinical trials.

F-26

NOTE 11. NON-CURRENT ASSETS - PLANT AND EQUIPMENT

	Plant and Equipment A$			Computer A$			Furniture and fittings A$			Total A$
At June 30, 2013
Cost or fair value		1,119,560			59,075			12,425			1,191,060
Accumulated depreciation		(332,475	)		(20,842	)		(3,065	)		(356,382	)
Net book amount		787,085			38,233			9,360			834,678
Year ended June 30, 2014
Opening net book amount		787,085			38,233			9,360			834,678
Exchange differences		29,565			833			435			30,833
Additions		100,568			3,107			—			103,675
Disposals		—			—			—			—
Depreciation charge		(370,237	)		(18,987	)		(2,698	)		(391,922	)
Closing net book amount		546,981			23,186			7,097			577,264
At June 30, 2014
Cost or fair value		1,248,948			62,789			12,765			1,324,502
Accumulated depreciation		(701,967	)		(39,603	)		(5,668	)		(747,238	)
Net book amount		546,981			23,186			7,097			577,264
Year ended June 30, 2015
Opening net book amount		546,981			23,186			7,097			577,264
Exchange differences		(681	)		1,128			(22	)		425
Additions		44,627			4,201			—			48,828
Disposals		(178	)		(5,332	)		—			(5,510	)
Acquisition of subsidiary		787			1,937			—			2,724
Depreciation charge		(308,719	)		(14,523	)		(2,532	)		(325,774	)
Closing net book amount		282,817			10,597			4,543			297,957
At June 30, 2015
Cost or fair value		605,648			28,016			7,172			640,836
Accumulated depreciation		(322,831	)		(17,419	)		(2,629	)		(342,879	)
Net book amount		282,817			10,597			4,543			297,957

F-27

NOTE 12. NON-CURRENT ASSETS - INTANGIBLES

	Patents A$			Intellectual Property Assets A$			Goodwill A$		Total A$
At June 30, 2013
Cost		1,915,671			—			—		1,915,671
Accumulated amortization and impairment		(1,744,350	)		—			—		(1,744,350	)
Net book amount		171,321			—			—		171,321
Year ended June 30, 2014
Opening net book amount		171,321			—			—		171,321
Amortization charge		(54,438	)		—			—		(54,438	)
Closing net book amount		116,883			—			—		116,883
At June 30, 2014
Cost		1,915,671			—			—		1,915,671
Accumulated amortization and impairment		(1,798,788	)		—			—		(1,798,788	)
Net book amount		116,883			—			—		116,883
Year ended June 30, 2015
Opening net book amount		116,883			—			—		116,883
Acquisition of Immutep S.A		—			23,451,000			109,962		23,560,962
Amortization charge		(55,002	)		(960,426	)		—		(1,015,428	)
Closing net book amount		61,881			22,490,574			109,962		22,662,417
At June 30, 2015
Cost or fair value		1,915,671			23,451,000			109,962		25,476,633
Accumulated amortization and impairment		(1,853,790	)		(960,426	)		—		(2,814,216	)
Net book amount		61,881			22,490,574			109,962		22,662,417

(i) Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

• Patents, trademark and licenses – 13 – 21 years

• Intellectual property assets – 14 – 15 years

NOTE 13. DEFERRED TAX BALANCES

(i) Deferred tax assets

The balance comprises temporary differences attributable to:

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$
Tax losses		1,495,603			—
Total deferred tax assets		1,495,603			—
Set-off of deferred tax liabilities pursuant to set-off provisions		(1,495,603	)		—
Net deferred tax assets		—			—

F-28

NOTE 13. DEFERRED TAX BALANCES (continued)

(ii) Expected recovery of Deferred Tax Assets

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Deferred tax assets expected to be recovered within 12 months		—		—
Deferred tax assets expected to be recovered after more than 12 months		1,495,603		—
Net deferred tax assets		1,495,603		—

(iii) Deferred tax liabilities

The balance comprises temporary differences attributable to:

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$
Intangible assets		3,373,936			—
Total deferred tax liabilities		3,373,936			—
Set-off of deferred tax liabilities pursuant to set-off provisions		(1,495,603	)		—
Net deferred tax liabilities		1,878,333			—
Deferred tax liabilities expected to be settled within 12 months		—			—
Deferred tax liabilities expected to be settled more than 12 months		1,878,333			—
		1,878,333			—

(iii) Movements in deferred tax balances

	Tax Losses A$		Intangible Assets A$			Total A$
Movement
At 30 June 2014		—		—			—
(Charged)/credited
- to profit or loss		—		144,064			144,064
- to other comprehensive income		—		—			—
- directly to equity		—		—			—
Acquisition of subsidiary		1,495,603		(3,518,000	)		(2,022,397	)
At 30 June 2015		1,495,603		(3,373,936	)		(1,878,333	)

NOTE 14. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Trade payables		2,201,864		2,216,723
Other payables		568,185		435,554
		2,770,049		2,652,277

F-29

NOTE 15. CURRENT LIABILITIES - BORROWINGS

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Amounts payable to related parties		1,071,523		—
Other borrowings		436,950		—
		1,508,473		—

Dr Frédéric Triebel provided an unsecured loan to the company of $1,071,523. Interest is charged on this loan at the rate of 10% per annum and is repayable on 30 September 2015.

Other borrowings relate to an interest-free loan advanced by France’s innovation agency, ANVAR, which was repaid in full in July 2015.

NOTE 16. EMPLOYEE BENEFITS

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Annual leave		80,304		101,569

The current provision for employee benefits is in relation to accrued annual leave and covers all unconditional entitlements where employees have completed the required period of service. The entire amount of the provision is presented as current, since the group does not have an unconditional right to defer settlement for any of these obligations.

NOTE 17. EMPLOYEE BENEFITS

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Long service leave		35,706		14,799

NOTE 18. CONTRIBUTED EQUITY

			Consolidated
	Note		June 30, 2015 A$		June 30, 2014 A$
Fully paid ordinary shares		18(a)		170,216,482		139,352,418
Options over ordinary shares				9,661,954		9,661,954
				179,878,436		149,014,372

(a) Ordinary Shares			June 30, 2015					June 30, 2014
	Note		No.		No.			No.		A$
At the beginning of reporting period				1,228,709,341		139,352,418			1,143,146,838		132,665,023
Shares issued during year		(i)		284,274,073		7,365,369			85,562,500		6,845,000
Exercise of options (Shares issued during the year)		(ii)		72,413,924		3,731,339			3		1
Exercise of convertible notes (Shares issued during the year)				166,097,263		19,931,672			—		—
Transaction costs relating to share issues				—		(164,316	)		—		(157,606	)
At reporting date				1,751,494,601		170,216,482			1,228,709,341		139,352,418

F-30

NOTE 18. CONTRIBUTED EQUITY (continued)

(b) Shares issued
2015 Details	Note		Number		Issue Price A$		Total A$
Bergen commencement fee		i)		11,792,588		0.04		483,496
Bergen collateral shares		i)		17,800,000		0.04		338,200
Bergen first tranche		i)		13,163,514		0.04		526,541
Performance right exercised		i)		1,715,686		0.04		63,480
Bergen second tranche		i)		15,214,606		0.03		517,297
Consideration buyer shares to Immutep stakeholders		i)		86,120,815		0.03		2,593,959
Bergen third tranche		i)		15,323,414		0.03		505,674
Bergen fourth tranche		i)		22,936,950		0.02		527,550
Ridgeback share issued		i)		28,000,000		0.02		560,000
Ridgeback first placement		i)		72,206,500		0.02		1,249,172
Bergen option exercised		ii)		19,800,000		0.05		1,084,050
Conversion of Warrants - Immutep		ii)		52,371,500		0.05		2,628,525
Employee option exercised		ii)		242,424		0.08		18,764
Exercise of convertible note		iii)		166,097,263		0.12		19,931,672
				522,785,260				31,028,3

In October 2014, Prima entered into an investment agreement with the Bergen Global Opportunity Fund, LP (Bergen). Under the agreement, Bergen subscribed to a 36-month interest-free convertible security in the amount of $2,833,000, expiring on 2 October 2017. In addition, Bergen could invest in the range of $438k (US$360k) and $1.8m (US$1.5m) per month in monthly tranches, dependent on meeting certain conditions. Bergen was also issued 19,800,000 options and was issued with 17,800,000 shares as security over the investment agreement.

The investment agreement with Bergen concluded in May 2015. Upon the conclusion of the investment agreement, Bergen exercised their options, made payment for the collateral shares issued and exercised their convertible note as detailed above.

Finance costs relating to the Bergen investment agreement was $18,338,015 for the year ended 30 June 2015. The finance costs incurred relate to the following terms of the Bergen agreement.

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Commencement fee		483,496		—
Discount to fair value on ordinary shares issued to Bergen from tranche funding		211,124		—
Discount to fair value on collateral shares issued to Bergen		151,264		—
Fair value of options issued to Bergen		414,342		—
Discount to fair value on exercise of convertible notes to ordinary shares		17,077,789		—
		18,338,015		—

1) The convertible note issued to Bergen was recorded on issuance date as a financial liability and then re-measured at fair value through the profit and loss in accordance with AASB 139. Under the Agreement the conversion price was calculated based on the average of any five daily VWAP’s per share during twenty consecutive actual trading days immediately prior to the selected conversion date, at the discretion of Bergen. The conversion price was calculated at $0.0190 per share and the calculated number of shares issued to Bergen was 166,097,263. The market price on the day that the shares were issued to Bergen was $0.12 per share resulting in a fair value re-measurement loss of $17,077,789 being recorded.

F-31

NOTE 18. CONTRIBUTED EQUITY (continued)

2014 Details	Note		Number		Issue Price A$		Total A$
Share purchase plan		i)		85,562,500		0.080		6,845,000
Exercise of PRRO options		ii)		3		0.200		1
Transaction costs relating to share issues								(157,606	)
				85,562,503				6,687,395

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorized capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Options

Information relating to the Company’s Global Employee Share Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 31.

Unlisted Options

Expiration Date	Exercise Price		Number		Code
February 01, 2016	$	0.3390		740,741		PRRAL
August 01 , 2015	$	0.1850		2,800,000		PRRAL
February 20, 2016	$	0.1730		200,000		PRRAL
June 30, 2018	$	0.0774		1,680,868		PRRAE
December 12, 2018	$	0.05019		147,628,500
Total				153,050,109

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The consolidated entity’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity’s share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximize synergies.

F-32

NOTE 19. EQUITY – RESERVES AND RETAINED EARNINGS

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$
(a) Reserves
Options issued reserve		3,748,611			1,547,574
Foreign currency translation reserve		(268,052	)		(211,145	)
Share-based payment reserve		1,787,170			546,245
		5,267,729			1,882,674
Movement in options issued reserve were as follows:
Opening balance		1,547,574			1,547,574
Options issued during the year		2,201,037			—
Ending balance		3,748,611			1,547,574
Movement in foreign currency translation reserve were as follows:
Opening balance		(211,145	)		(153,724	)
Currency translation differences arising during the year		(56,907	)		(57,421	)
Ending balance		(268,052	)		(211,145	)
Movement in share-based payment reserve were as follows:
Opening balance		546,245			488,936
Employee options issued during the year		738,799			57,309
Exercise of vested performance rights		(63,480	)		—
Share-based payments		565,606			—
Ending balance		1,787,170			546,245
(b) Retained Earnings
Movement in retained earnings were as follows:
Opening balance		(128,304,726	)		(114,961,345	)
Net loss for the year		(32,151,696	)		(13,343,381	)
Balance		(160,456,422	)		(128,304,726	)

(c) Nature and purpose of reserves

(i) Options issued reserve

In October 2014, the Company issued 19,800,000 options with an exercise price of $0.05475 in relation to the Bergen investment agreement. In December 2014, the Company issued 200,000,000 warrants at an exercise price of $0.05019 to the vendors of Immutep S.A. The options expire on 2 October 2017 and 12 December 2018. Each option and warrant is exercisable for one ordinary share in the capital of the Company. As at 30 June 2015, all options held by Bergen were exercised, and 52,371,500 warrants were exercised by the vendors of Immutep S.A. The options held are exercisable at any time before its expiry date.

(ii) Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity a recognised in other comprehensive loss as described in note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

(iii) Share-based payments reserve

The options-based payments reserve is used to recognize the grant date fair value of options issued to employees but not exercised. For a reconciliation of movements in the share-based payment reserves refer to note 31.

NOTE 20. DIVIDENDS

There were no dividends paid or declared during the current or previous financial year.

F-33

NOTE 21. BUSINESS COMBINATION

(a) Summary of acquisition

Acquisition of Immutep S.A.

On 12 December 2014, the Group acquired 100% of the issued share capital of Immutep S.A., a French biopharmaceutical company in the field of Immuno-Oncology, for consideration of $26,275,569. The acquisition has significantly increased the portfolio of Immuno-Oncology technologies for further clinical development.

The details of the purchase consideration, the net assets acquired and goodwill are as follows:

	$
Purchase consideration
Cash paid		15,772,737
Deferred consideration		5,685,370
Fair value of shares issued		2,593,958
Fair value of warrants issued		2,201,038
Total purchase consideration		26,253,103

Deferred consideration has been paid to the former owners of Immutep during the financial year. In addition, an amount of $1,084,149 was paid into a retention account held in trust by external parties representing a comparability milestone payment contingent on future events. The fair value of the amount has been estimated at $542,075. The total cash paid for the year ended 30 June 2015 taking into account this and the net cash acquired amounts to $20,912,912.

The provisionally determined fair values of the assets and liabilities recognised as a result of the acquisition are as follows:

	Fair value $
Cash and cash equivalents		545,195
Trade and other receivables		6,077,686
Other current assets		11,614
Plant and equipment		2,802
Deferred tax asset		1,495,603
Intangible assets		23,451,000
Trade and other payables		(1,248,501	)
Other financial liabilities		(674,258	)
Deferred tax liability		(3,518,000	)
Net identified assets acquired		26,143,141
Add: goodwill		109,962
Net assets acquired		26,253,103

The goodwill is attributable to Immutep’s assembled workforce and other intellectual property research and development which is continuing on an on-going basis. None of the goodwill is expected to be deductible for tax purposes.

F-34

NOTE 21. BUSINESS COMBINATION (continued)

(i) Acquisition related costs

Acquisition related costs of $347,473 are included in corporate administrative expenses in the statement of comprehensive income.

(ii) Deferred consideration

The deferred consideration arrangement requires the Group to pay the former owners of Immutep a maximum of $5,438,724 dependent upon Immutep reaching certain milestones payable over a period of up 12 months after the acquisition date. Additional deferred consideration is payable in the amount of $246,646 relating to a working capital adjustment under the terms of the Share Sale Agreement.

(iii) Comparability milestone

An amount of $1,084,149 was paid into a retention account held in trust by external parties representing a comparability milestone payment contingent on future events. The fair value of the amount has been estimated at $542,075.

(iv) Acquired receivables

The fair value of trade and other receivables is $6,077,686 and includes trade receivables and other receivables with a fair value of $6,077,686 which are expected to be collectible.

(v) Revenue and profit contribution

The acquired business contributed revenues of $487,538 and net loss after tax of $271,697 to the group for the period from 12 December 2014 to 30 June 2015.

If the acquisition had occurred on 1 July 2014, consolidated pro-forma revenue and profit for the period ended 30 June 2015 would have been $6,532,066 and $3,928,131 respectively. These amounts have been calculated using the subsidiary’s results and adjusting them for differences in the accounting policies between the group and the subsidiary.

(vi) Shares and warrants issued

The fair value of the 86,120,815 shares issued as part of the consideration paid for Immutep S.A ($2,593,958) was based on an agreed VWAP calculation under the terms of the Share Sale Agreement discounted to reflect certain escrow and volume trading restrictions placed on these shares.

The fair value of 200,000,000 warrants issued as part of the consideration paid for Immutep S.A ($2,201,038) was valued by the Black Scholes model discounted to reflect certain exercise and volume trading restrictions place upon the exercise of these warrants.

NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Directors and key management personnel compensation

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$		June 30, 2013 A$
Short-term employee benefits		1,509,877		1,533,114		1,906,670
Post-employment benefits		6,231		40,377		52,348
Termination benefits		43,056		—		149,599
Share-based payments		467,002		41,919		185,594
		2,026,166		1,615,410		2,294,211

F-35

NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)

(b) Equity instrument disclosures relating to key management personnel

(i) Options provided as remuneration and shares issued on exercise of such options

For details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, please refer to note 31.

(ii) Shareholding

The numbers of shares in the company held during the financial year by each director of and other key management personnel of the group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

June 30, 2015	Balance at start of the year			Received during the year on the exercise of performance rights		Received during the year on the exercise of options		Other changes during the year			Balance at end of the year
Ordinary shares
Ms. Lucy Turnbull, AO		20,059,576			—		—		—			20,059,576
Mr. Albert Wong		3,537,500			—		—		—			3,537,500
Dr. Russell Howard		—			—		—		—			—
Mr. Pete Meyers		—			1,715,686		—		—			1,715,686
Mr. Matt Lehman		1,617,763			—		—		—			1,617,763
		32,706	*									32,706	*
Dr. Sharron Gargosky		—			—		—		—			—
Mr. Marc Voigt		720,000			—		—		150,000			870,000
		150	*						—			150	*
Ms. Deanne Miller					—		242,424		(221,500	)		20,924
Dr. Frédéric Triebel		—			—		—		—			—
Total ordinary shares		25,934,839			1,715,686		242,424		(71,500	)		27,821,449
Total ADR		32,856			—		—		—			32,856

* American Depositary Receipts (ADR) traded on the NASDAQ

June 30, 2014	Balance at start of the year			Received during the year on the exercise of options		Other changes during the year			Balance at end of the year
Ordinary shares
Ms. Lucy Turnbull, AO		17,759,576			—		2,300,000			20,059,576
Mr. Albert Wong		3,537,500			—		—			3,537,500
Mr. Martin Rogers**		20,542,179			—		—			20,542,179
Dr. Richard Hammel**		10,444,987			—		—			10,444,987
Dr. Russell Howard		—			—		—			—
Mr. Pete Meyers		—			—		—			—
Mr. Matt Lehman		1,617,763 4,400	*		—     —		—     28,306	*		1,617,763 32,706	*
Dr. Sharron Gargosky		25,000	*		—		(25,000	)		—
Mr. Marc Voigt		620,000 150	*		—     —		100,000 —			720,000 150	*
Total ordinary shares		54,522,005					2,400,000			56,922,005
Total ADR		29,550			—		3,306			32,856

* American Depositary Receipts (ADR) traded on the NASDAQ

** As the date of resignation

F-36

NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)

June 30, 2013	Balance at start of the year			Share Purchase Plan (SPP) and shortfall placement		Other changes during the year			Balance at end of the year
Ordinary shares
Ms. Lucy Turnbull, AO		4,622,076			12,687,500		450,000			17,759,576
Mr. Albert Wong		3,350,000			187,500		—			3,537,500
Mr. Martin Rogers		30,834,179			187,500		1(10,479,500	)		20,542,179
Dr. Richard Hammel		10,257,487			187,500		—			10,444,987
Dr. Russell Howard		—			—		—			—
Mr. Ian Bangs		100,000			—		—			100,000
Mr. Matt Lehman		1,100,000			412,500		105,263			1,617,763
		—			—		4,400	*		4,400	*
Dr. Neil Frazer		112,000								112,000
		1,000	*		—		—			1,000	*
Dr. Sharron Gargosky		—			—		25,000	*		25,000	*
Mr. Marc Voigt							307,500			620,000
		—			312,500		150	*		150	*
Total ordinary shares		50,375,742			13,975,000		(9,616,737	)		54,734,005
Total ADR		1,000			—		29,550			30,550

* American Depositary Receipts (ADR) traded on the NASDAQ

¹  related shares sold by the director to the market

(iii) Option holdings

The number of options over ordinary shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

June 30, 2015	Balance at start of the year		Granted		Exercised			Other Changes		Balance at end of the year		Vested and exercisable		Unvested
Options over ordinary shares
Ms. Lucy Turnbull, AO		4,439,894		—		—			—		4,439,894		4,439,894		—
Mr. Albert Wong		—		—		—			—		—		—		—
Mr. Martin Rogers		—		—		—			—		—		—		—
Dr. Russell Howard		—		—		—			—		—		—		—
Mr. Pete Meyers		—		—		—			—		—		—		—
Mr. Matt Lehman		2,104,441		—		—			—		2,104,441		2,104,441		—
Dr. Sharron Gargosky		1,537,275		—		—			—		1,537,275		1,537,275		—
Mr. Marc Voigt		1,171,754		—		—			—		1,171,754		1,171,754		—
Ms. Deanne Miller		363,636		—		(242,424	)		—		121,212		121,212		—
		9,617,000		—		(242,424	)		—		9,374,576		9,374,576		—

F-37

NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)

June 30, 2014	Balance at start of the year		Granted		Entitlement options		Other Changes			Balance at end of the year		Vested and exercisable		Unvested
Options over ordinary shares
Ms. Lucy Turnbull, AO		14,439,894		—		—		(10,000,000	)		4,439,894		4,439,894		—
Mr. Albert Wong		7,500,000		—		—		(7,500,000	)		—		—		—
Mr. Martin Rogers		12,500,000		—		—		(10,000,000	)		2,500,000		2,500,000		—
Dr. Richard Hammel		5,000,000		—		—		(5,000,000	)		—		—		—
Dr. Russell Howard		—		—		—		—			—		—		—
Mr. Pete Meyers		—		—		—		—			—		—		—
Mr. Matt Lehman		2,104,441		—		—		—			2,104,441		2,104,441		—
Ms. Deanne Miller		—		363,636		—		—			363,636		242,424		121,212
Dr. Sharron Gargosky		900,000		637,275		—		—			1,537,275		1,324,850		212,425
Mr. Marc Voigt		528,125		643,629		—		—			1,171,754		957,211		214,543
		42,972,460		1,644,540		—		(32,500,000	)		12,117,000		11,568,820		548,180
June 30, 2013	Balance at start of the year		Granted		Entitlement options		Other Changes			Balance at end of the year		Vested and exercisable		Unvested
Options over ordinary shares
Ms. Lucy Turnbull, AO		10,000,000		—		4,439,894		—			14,439,894		14,439,894		—
Mr. Albert Wong		7,500,000		—		—		—			7,500,000		7,500,000		—
Mr. Martin Rogers		10,000,000		—		2,500,000		—			12,500,000		12,500,000		—
Dr. Richard Hammel		5,000,000		—		—		—			5,000,000		5,000,000		—
Dr. Russell Howard		—		—		—		—			—		—		—
Mr. Matt Lehman		500,000		1,200,000		404,441		—			2,104,441		904,441		1,200,000
Dr. Neil Frazer		2,000,000		—		—		—			2,000,000		2,000,000		—
Mr. Ian Bangs		—		450,000		100,000		—			550,000		550,000		—
Ms. Deanne Miller		—		—		—		—			—		—		—
Dr. Sharron Gargosky		200,000		700,000		—		—			900,000		200,000		700,000
Mr. Marc Voigt		—		450,000		78,125		—			528,125		78,125		450,000
		35,200,000		2,800,000		7,522,460		—			45,522,460		43,172,460		2,350,000

F-38

NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)

(iii) Performance right holdings

The number of performance rights over ordinary shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

June 30, 2015	Balance at start of the year		Granted		Exercised			Other Changes		Balance at end of the year		Vested and exercisable		Unvested
Options over ordinary shares
Ms. Lucy Turnbull, AO		—		—		—			—		—		—		—
Mr. Albert Wong		—		—		—			—		—		—		—
Mr. Martin Rogers		—		—		—			—		—		—		—
Dr. Russell Howard		—		—		—			—		—		—		—
Mr. Pete Meyers		—		7,720,588		(1,715,686	)		—		6,004,902		—		6,004,902
Mr. Matt Lehman		—		6,127,451		—			—		—		—		—
Dr. Sharron Gargosky		—		—		—			—		6,127,451		—		—
Mr. Marc Voigt		—		16,323,529		—			—		16,323,529		—		16,323,529
Ms. Deanne Miller		—		6,127,451		—			—		6,127,451		—		6,127,451
Dr. Frédéric Triebel		—		—		—			—		—		—		—
		—		36,299,019		(1,715,686	)		—		34,583,333		—		34,583,333

NOTE 23. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$		June 30, 2013 A$
PricewaterhouseCoopers Australia
Audit or review of the financial report		286,000		209,420		257,700
Other advisory services		—		12,500		—
		286,000		221,920		257,700
Other services
Network firm of PricewaterhouseCoopers Australia
Due Diligence services		66,986		—		—
Non-PwC audit firm
Audit or review of the financial report		—		—		—
Preparation of the tax return and other consulting services		—		—		9,841
Total remuneration of non-PwC audit firm		—		—		9,841
		352,986		221,920		267,541

NOTE 24. CONTINGENT LIABILITIES

There were no material contingent liabilities in existence at June 30, 2015 and June 30, 2014.

F-39

NOTE 25. COMMITMENTS FOR EXPENDITURE

There were no material capital or leasing commitments at June 30, 2015 and June 30, 2014.

NOTE 26. RELATED PARTY TRANSACTIONS

Parent entity

Prima BioMed Ltd is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 27.

Key management personnel

Disclosures relating to key management personnel are set out in note 22.

Receivable from and payable to related parties

There were no trade receivables from or trade payables due to related parties at the reporting date.

Loans to/from related parties

During the year, Dr Frédéric Triebel provided an unsecured loan to the company of $1,071,523. Interest is charged on this loan at the rate of 10% per annum and is repayable on 30 September 2015. Interest payable with respect to the loan for the year ended 30 June 2015 was $28,206.

NOTE 27. SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1:

		Equity holding
Name of entity	Country of incorporation	June 30, 2015 %		June 30, 2014 %
Cancer Vac Pty Ltd*	Australia		—		100.00
Prima BioMed USA Inc	United States of America		100.00		100.00
PRR Middle East FZ LLC	United Arab Emirates		100.00		100.00
Prima BioMed GmbH	Germany		100.00		100.00
Prima Biomed AUSTRALIA Pty Ltd	Australia		100.00		100.00
Prima Biomed IP Pty Ltd	Australia		100.00		100.00
Immutep S.A.	France		100.00		—

* Company was deregistered on 18 September 2014. No financial impact has been recorded in the annual report for the year ended 30 June 2015 as all assets have written down to Nil value in prior years.

NOTE 28. EVENTS OCCURRING AFTER THE REPORTING DATE

Subsequent to year end, the Company issued 200,000,000 ordinary shares at a price of $0.05 to existing shareholders via a Share Purchase Plan (SPP). The total proceeds from the issuance of the ordinary shares were $10,000,000.

Also subsequent to year end, shareholders ratified the issue of further securities to Ridgeback Capital Investments L.P. at the Extraordinary General Meeting held on 31 July 2015. In accordance with the approval by shareholders, the Company issued the following securities:

• 12,136,750 ordinary shares at a price of $0.0173,

• 8,475,995 warrants exercisable at $0.025 per warrant into ordinary shares on or before 4 August 2025

• 371,445,231 warrants exercisable at $0.0237 per warrant into ordinary shares on or before 4 August 2020

• 13,750,828 Convertible Notes, each with a face value of $1.00 which is convertible into ordinary shares at a price of $0.02, which may be adjusted due to future capital raising by the company on or before 4 August 2025.

F-40

NOTE 28. EVENTS OCCURRING AFTER THE REPORTING DATE (continued)

Assuming that Ridgeback Capital Investments L.P. exercises all warrants and convertible notes, an additional 1,067,462,626 ordinary shares may be issued in future reporting periods.

The total proceeds from the issuance of the above securities amounted to $13,960,794.

The Company issued 31,022,181 shares to Nyenburgh Investment Partners on 13 October 2015, raising approximately A$1,500,000.

No other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations or the consolidated entity’s state of affairs in future financial years.

NOTE 29. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$			June 30, 2013 A$
Loss after income tax expense for the year		(32,151,696	)		(13,343,381	)		(15,225,671	)
Adjustments for:
Depreciation and amortisation		1,341,202			446,360			254,024
(Decrease)/increase in income tax payable		3,849			(10,077	)		27,065
Add back share based payments		738,799			57,309			189,524
Add back loss on disposal of assets		5,160			—			—
Add back Non-cash finance expenses		18,338,016			—			—
Unrealised gain on exchange through the profit and loss		(1,039,537	)		(908,594	)		(1,446,771	)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables		5,958,640			4,071			79,907
Decrease in inventories		—			—			191,726
Decrease/(increase) in other operating assets		350,970			297,320			809,055
(Decrease)/increase in trade and other payables		(1,187,961	)		(816,276	)		627,971
Increase/(decrease) in employee benefits		(357	)		79,821			(88,926	)
(Decrease)/increase in derivative financial instruments		—			(33,714	)		(1,455,030	)
Decrease/(increase) in deferred tax liability		(144,064	)		—			—
Net cash used in operating activities		(7,786,979	)		(14,227,161	)		(16,037,126	)

NOTE 30. EARNINGS PER SHARE

	Consolidated
	June 30, 2015 A$			June 30, 2014 A$			June 30, 2013 A$
Loss after income tax		(32,151,696	)		(13,343,381	)		(15,225,671	)
Loss after income tax attributable to the owners of Prima BioMed Ltd		(32,151,696	)		(13,343,381	)		(15,225,671	)
	Number			Number			Number
Weighted average number of ordinary shares used in calculating basic earnings per share		1,591,116,220			1,439,768,245			1,075,381,168
Weighted average number of ordinary shares used in calculating diluted earnings per share		1,591,116,220			1,439,768,245			1,075,381,168
	Cents			Cents			Cents
Basic earnings per share		(2.02	)		(0.93	)		(1.42	)
Diluted earnings per share		(2.04	)		(0.94	)		(1.42	)

F-41

NOTE 30. EARNINGS PER SHARE (continued)

Information concerning other notes and options issued:

The following table summarizes the convertible notes, listed options and unlisted options that were not included in the calculation of weighted average number of ordinary shares because they are anti-dilutive for the periods presented.

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Listed options		77,378,696		77,378,696
Unlisted options and warrants		164,894,609		16,942,441

NOTE 31. SHARE-BASED PAYMENTS

a) Executive Incentive Plan (EIP)

Equity incentives are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2012 Annual General Meeting. In light of our increasing operations globally the Board reviewed the Company’s incentive arrangements to ensure that it continued to retain and motivate key executives in a manner that is aligned with members’ interests. As a result of that review, an ‘umbrella’ EIP was adopted to which eligible executives are invited to apply for the grant of performance rights and/or options. Equity incentives granted in accordance with the EIP Rules are designed to provide meaningful remuneration opportunities and will reflect the importance of retaining a world-class management team. The Company endeavours to achieve simplicity and transparency in remuneration design, whilst also balancing competitive market practices in the United States, Germany, and Australia.

Set out below are summaries of performance rights granted under the EIP:

2015 Grant date	Fair value		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Lapsed during the year Number		Balance at end of the year Number		Vested and exercisable at end of the year Number
September 19, 2014		0.042		—		7,398,896		—		—		7,398,896		—
September 19, 2014		0.044		—		10,845,588		—		—		10,845,588		—
September 19, 2014		0.044		—		3,615,196		—		—		3,615,196		—
November 14, 2014		0.037		—		4,068,627		—		—		4,068,627		—
November 14, 2014		0.038		—		9,191,177		—		—		9,191,177		—
November 14, 2014		0.04		—		3,063,725		—		—		3,063,725		—
Total				—		38,183,209		—		—		38,183,209		—

Fair value of performance rights granted

The fair value at grant date for performance rights are determined using a Black-Scholes option pricing model that takes into account the exercise price, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for performance rights granted during the year ended 30 June 2015 included:

• grant date: 19 September 2014 and 14 November

• share price at grant date: $0.042 and $0.037

• expected price volatility of the Company’s shares: 90%

• expected dividend yield: nil%

• risk-free interest rate: 2.86% and 2.55%

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

F-42

The fair value at grant date for long term incentives are determined using an “Up and in Call” Barrier Option Pricing Model.

F-43

NOTE 31. SHARE-BASED PAYMENTS (continued)

The model inputs for performance rights granted during the year ended 30 June 2015 included:

• grant date: 19 September 2014 and 14 November 2014

• measurement period – Tranche 1: 19 September 2014 to 2 October 2017

• measurement period – Tranche 2: 19 September 2014 to 1 October 2018

• barrier price: CAGR 20% per annum over measurement period

• share price at grant date: $0.042 and $0.037

• expected price volatility of the Company’s shares: 90%

• expected dividend yield: nil%

• risk-free interest rate: 2.86% and 2.55%

Set out below are summaries of options granted under the EIP:

2015 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number			Forfeited during the year Number		Balance at end of the year Number		Vested and exercisable at end of the year Number
December 23, 2013	30 June 2018		0.0774		1,758,176		—		(242,424	)		—		1,515,752		1,515,752
January 24, 2014	30 June 2018		0.0774		165,116		—		—			—		165,116		165,116
Total					1,923,292		—		(242,424	)		—		1,680,868		1,680,868
Weighted average exercised price			0.0774											0.0774

No options expired during the periods covered by the above tables.

The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2015 was $0.0774 (2014 – $0.0774). The weighted average remaining contractual life of share options outstanding at the end of the period was 4 years. Options vest in three equal tranches, 33.3% vested on December 31, 2013, 33.3% vested on June 30, 2014, and 33.3% to vest on June 30, 2015. Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The options are subject to accelerated vesting according to agreed terms in each person’s employment contract.

242,424 share options were exercised during the year (2014 – Nil). The share price at the date of exercise of options exercised during the year ended 30 June 2015 was $0.125 (2014 – $Nil).

Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 30 June 2015 were Nil (2014 – $0.028 and $0.037). The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted during the year ended June 30, 2014 included:

• Vested options are exercisable for a period of 36 months after vesting

• exercise price: $0.0774

• grant date: December 23, 2013 and January 24, 2014

• expiry date: June 30, 2018

• share price at grant date: $0.04 and $0.05

• expected price volatility of the Company’s shares: 112% and 116%

• expected dividend yield: nil%

• risk-free interest rate: 2.92% and 2.81%

F-44

NOTE 31. SHARE-BASED PAYMENTS (continued)

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

(b) Global Employee Share Option Plan (GESOP)

The establishment of the GESOP Plan was approved by shareholders at the 2011 annual general meeting. The GESOP is designed to provide long-term incentives for employees excluding directors to deliver long-term shareholder returns. Under the plan, participants are granted options based on certain performance standards being met. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of options is based on the volume weighted average price at which the company’s shares are traded on the Australian Securities Exchange (ASX) during the seven days up to and including the date of the grant.

Set out below are summaries of options granted under the GESOP:

2015 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
November 3, 2011	3 November 2014		0.279		100,000		—		—		(100,000	)		—		—
January 3, 2012	3 January 2015		0.233		100,000		—		—		(100,000	)		—		—
August 1, 2012	1 August 2015		0.185		1,600,000		—		—		—			1,600,000		1,600,000
November 16, 2012	1 August 2015		0.185		1,200,000		—		—		—			1,200,000		1,200,000
February 20, 2014	20 February 2016		0.173		200,000		—		—		—			200,000		200,000
Total					3,200,000		—		—		(200,000	)		3,000,000		3,000,000
Weighted average exercised price			0.189				—							0.184
2014 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
November 3, 2011	3 November 2014		0.279		100,000		—		—		—			100,000		100,000
January 3, 2012	3 January 2015		0.233		100,000		—		—		—			100,000		100,000
August 1, 2012	1 August 2015		0.185		—		1,600,000		—		—			1,600,000		450,000
November 16, 2012	1 August 2015		0.185		—		1,200,000		—		—			1,200,000		—
February 20, 2014	20 February 2016		0.173		—		200,000		—		—			200,000		—
Total					200,000		3,000,000		—		—			3,200,000		650,000
Weighted average exercised price			0.189				—							0.189
2013 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
November 3, 2011	3 November 2014		0.279		100,000		—		—		—			100,000		100,000
January 3, 2012	3 January 2015		0.233		100,000		—		—		—			100,000		100,000
August 1, 2012	1 August 2015		0.185		—		1,600,000		—		—			1,600,000		450,000
November 16, 2012	1 August 2015		0.185		—		1,200,000		—		—			1,200,000		—
February 20, 2013	20 February 2016		0.173		—		200,000		—		—			200,000		—
Total					200,000		3,000,000		—		—			3,200,000		650,000
Weighted average exercised price			0.189				0.184							0.189

200,000 options expired during the financial year and were forfeited as the exercise price was above the underlying share price.

There were no share options exercised during the year (2014 – $nil). The weighted average remaining contractual life of share options outstanding at the end of the period was 1 year (2014 – 1 year). Options vested after a period of twelve months from the grant date.

Fair value of options granted

There were no options granted during the year ended 30 June 2015 (2014 - Nil). The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

F-45

NOTE 31. SHARE-BASED PAYMENTS (continued)

(c) Employee Share Option Plan (ESOP)

The establishment of the ESOP Plan was approved by shareholders on April 30, 2010. The company has ceased to issue options under the ESOP.

The ESOP was designed to provide long-term incentives for employees excluding directors to deliver long-term shareholder returns. Under the plan, participants were granted options based on certain performance standards being met. Participation in the plan was at the board’s discretion and no individual had a contractual right to participate in the plan or to receive any guaranteed benefits. Options under the ESOP vested on grant date.

Options granted under the ESOP carried no dividend or voting rights. Each options granted under the ESOP is convertible into one ordinary share. The exercise price of options granted under the ESOP is $0.10 per option.

Set out below are summaries of options granted under the ESOP:

2015 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
August 26, 2011	August 26, 2014		0.10		500,000		—		—		(500,000	)		—		—
Total					500,000		—		—		(500,000	)		—		—
Weighted average exercised price			0.10											—		—
2014 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
August 26, 2011	August 26, 2014		0.10		500,000		—		—		—			500,000		500,000
Total					500,000		—		—		—			500,000		500,000
Weighted average exercised price			0.10											0.10		0.10
2013 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Forfeited during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
August 26, 2011	August 26, 2014		0.10		500,000		—		—		—			500,000		500,000
Total					500,000		—		—		—			500,000		500,000
Weighted average exercised price			0.10											0.10		0.10

500,000 options expired during the financial year and were forfeited as the exercise price was above the underlying share price

Fair value of options granted

There were no options granted during the year ended 30 June 2015 (2012 – $nil). The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information, where options are issued to employees of subsidiaries within the group.

F-46

NOTE 31. SHARE-BASED PAYMENTS (continued)

d) Options issued to directors with shareholders’ approval

At the 2010 annual general meeting, shareholders approved the issue of 34,500,000 options to the directors. Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of options is $0.20 for 32,500,000 and $0.10 for 2,000,000.

Set out below are summaries of options granted with shareholders approvals:

2015 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Lapsed during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
December 6, 2010*	December 6, 2014		0.10		2,000,000		—		—		(2,000,000	)		—		—
Total					2,000,000		—		—		(2,000,000	)		—		—
Weighted average exercised price			0.10		0.10									—		—
2014 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Lapsed during the year Number			Balance at end of the year Number		Vested and exercisable at end of the year Number
December 6, 2010	December 6, 2013		0.20		32,500,000		—		—		(32,500,000	)		—		—
December 6, 2010*	December 6, 2014		0.10		2,000,000		—		—		—			2,000,000		2,000,000
Total					34,500,000		—		—		(32,500,000	)		2,000,000		2,000,000
Weighted average exercised price			0.194		0.194									0.10		0.10

* these options were issued to Neil Frazer and had a 4 year vesting period and were fully vested as at 30 June 2014 upon his termination of employment

(e) Performance rights issued to directors with shareholders approval

At the 2014 annual general meeting, shareholders approved the issue of 16,323,529 performance rights to the directors. Performance rights granted under the plan carry no dividend or voting rights. When exercisable, each performance right is convertible into one ordinary share. The weighted average remaining contractual life of performance rights outstanding at the end of the period was less than 1.8 years (2014 – Nil).

Set out below are summaries of performance rights granted with shareholders approval.

2015 Grant date	Fair value		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number		Lapsed during the year Number		Balance at end of the year Number		Vested and exercisable at end of the year Number
November 14, 2014		0.037		—		4,068,627		—		—		4,068,627		—
November 14, 2014		0.038		—		9,191,177		—		—		9,191,177		—
November 14, 2014		0.04		—		3,063,725		—		—		3,063,725		—
Total				—		16,323,529		—		—		16,323,529		—

Fair value of performance rights granted

The fair value at grant date for Short Term Incentive performance rights is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the performance right. The fair value at grant date for Long Term Incentive performance rights is determined using an “Up and in Call” Barrier Option Pricing Model.

(f) Options issued to other parties

During the year, options were issued to Bergen Global Opportunity Fund, LP (Bergen) in accordance with the investment agreement entered into in October 2014.

F-47

NOTE 31. SHARE-BASED PAYMENTS (continued)

Set out below is a summary of the options granted to Bergen:

2015 Grant date	Expiry date	Exercise price		Balance at start of the year Number		Granted during the year Number		Exercised during the year Number			Lapsed during the year Number		Balance at end of the year Number		Vested and exercisable at end of the year Number
October 2, 2014	October 7, 2017		0.05475		—		19,800,000		(19,800,000	)		—		—		—

Fair value of options granted

There were no options granted during the year ended 30 June 2015 (2014 – $nil). The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

(g) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:

	Consolidated
	June 30, 2015 A$		June 30, 2014 A$
Share-based payment expense		565,606		—
Employee share-based payment expense		738,799		57,309
		1,304,405		57,309

Share based payment expenses in relation to the investment agreement with Bergen have been recognised as part of Finance Costs. Share-based payment transactions with employees are recognised during the period as a part of employee benefit expenses.

NOTE 32. PARENT ENTITY INFORMATION

Set out below is the supplementary information about the parent entity.

Statement of comprehensive loss

	Parent
	June 30, 2015 A$			June 30, 2014 A$			June 30, 2013 A$
Loss after income tax		(29,484,263	)		(15,651,281	)		(15,813,154	)
Total comprehensive loss		(29,484,263	)		(15,651,281	)		(15,813,154	)

Statement of financial position

	Parent
	June 30, 2015 A$			June 30, 2014 A$
Total current assets		6,103,199			20,313,908
Total non current assets		26,255,547			937
Total assets		32,358,745			20,314,845
Total current liabilities		1,848,136			977,777
Total non current liabilities		6,715,710			363,932
Total liabilities		8,563,846			1,341,709
Equity
— Contributed equity		179,878,437			149,014,372
— Reserves		5,535,781			2,093,819
— Accumulated losses		(161,619,319	)		(132,135,056	)
Total equity		23,794,899			18,973,135

F-48

NOTE 32. PARENT ENTITY INFORMATION (continued)

Guarantees of financial support

There are no guarantees entered into by the parent entity.

Contingent liabilities of the parent entity

Refer to note 24 for details in relation to contingent liabilities as at June 30, 2015 and June 30, 2014.

Capital commitments—Property, plant and equipment

The parent entity did not have any capital commitments for property, plant and equipment at as June 30, 2015 and June 30, 2014.

F-49

ITEM 19. EXHIBITS

The following exhibits are filed as part of this Annual Report on Form 20-F:

EXHIBIT INDEX

		Incorporated by Reference
Exhibit	Description	Schedule/ Form		File Number		Exhibit		File Date
1.1	Constitution of Registrant		20-F		001-35428		1.1		2/13/12
2.1	Form of Deposit Agreement between Prima BioMed, The Bank of New York Mellon, as Depositary, and owners and holders from time to time of ADSs issued thereunder, including the Form of American Depositary Shares		20-F		001-35428		2.1		4/2/12
2.2#	Subscription Agreement between Prima BioMed Ltd and Ridgeback Capital Investments L.P., dated May 14, 2015, as amended (including form warrants and notes)
4.3*	Master Services Agreement between Prima BioMed and Cell Therapies Pty Ltd, dated April 1, 2011 (terminated effective October 1, 2013)		20-F		001-35428		4.3		10/3/12
4.4*	Technology License Agreement, among Prima BioMed, Cancer Vac Pty Ltd, Austin Research Institute and Ilexus Pty Ltd, dated May 31, 2001, as amended by Deed of Variation, dated August 24, 2005		20-F		001-35428		4.5		2/13/12
4.4.1	Deed of Novation between The MacFarlane Burnet Institute for Medical Research and Public Health Ltd, Prima BioMed and Cancer Vac Pty Ltd, dated April 18, 2012		20-F		001-35428		4.4.1		10/30/13
4.5	Cooperation Agreement between Prima BioMed GmbH and Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e. V., dated July 4, 2012		20-F		001-35428		4.5		12/3/12
4.6*	License and Development Agreement between Cancer Vac Pty Ltd and Biomira, Inc., dated March 9, 2004, as amended by Deed of Variation of License and Development Agreement, dated February 2007		20-F		001-35428		4.7		2/13/12
4.6.1	Termination Agreement between Oncothyreon Inc, Prima BioMed and Cancer Vac Pty Ltd, dated October 2, 2013		20-F		001-35428		4.6.1		10/30/13
4.7*	Collaborative Research Agreement between Prima BioMed and NewSouth Innovations Pty Limited, dated December 17, 2009		20-F		001-35428		4.8		2/13/12
4.8	Services Agreement between Prima BioMed and Progenitor Cell Therapy LLC, dated May 13, 2009, as amended November 10, 2009 and March 18, 2010		20-F		001-35428		4.11		2/13/12
4.9+	Prima BioMed Employee Share Option Plan		20-F		001-35428		4.12		2/13/12
4.10+	Prima BioMed Global Employee Share Option Plan		20-F		001-35428		4.10		10/3/12
4.11+	Prima Executive Incentive Plan		20-F		001-35428		4.11		10/30/13
4.12+	Amended Employment Agreement between Prima BioMed and Neil Frazer, effective March 31, 2013		20-F		001-35428		4.12		10/30/13
4.13+	Amended Employment Agreement between Prima BioMed and Matthew Bryson Lehman, effective September 1, 2012		20-F		001-35428		4.13		10/30/13
4.13.1+	Separation Agreement and Release between Prima BioMed and Matthew Bryson Lehman, dated July 9, 2014 and effective August 10, 2014		20-F		001-35428		4.13.1		9/24/14
4.14+	Employment Agreement between Prima BioMed and Sharron Gargosky, dated June 1, 2011		20-F		001-35428		4.14		10/3/12
4.14.1+#	Separation Agreement and Release between Prima BioMed and Sharron Gargosky, effective September 18, 2015

		Incorporated by Reference
Exhibit	Description	Schedule/ Form		File Number		Exhibit		File Date
4.15+	Employment Agreement between Prima BioMed and Marc Voigt, effective July 1, 2012		20-F		001-35428		4.15		10/3/12
4.15.1+	Chief Executive Officer Employment Agreement between Prima BioMed and Marc Voigt, effective July 9, 2014		20-F		001-35428		4.15.1		9/24/14
4.15.2+	Executive and Business Manager Employment Contract between Prima Biomed GmbH and Marc Voigt, effective July 9, 2014		20-F		001-35428		4.15.2		9/24/14
4.15.3+#	Variation to Executive Employment Agreement between Prima BioMed and Marc Voigt, effective June 1, 2015
4.16+	Employment Agreement between Prima BioMed and Deanne Miller, dated October 13, 2012		20-F		001-35428		4.16		10/30/13
4.16.1+#	Variation to Executive Employment Agreement between Prima BioMed and Deanne Miller, effective June 1, 2015
4.17+	Deed of Settlement and Release between Prima BioMed and Ian Bangs, dated October 25, 2012		20-F		001-35428		4.17		10/30/13
4.18	Transition Services Agreement between Prima BioMed and Cell Therapies Pty Ltd, dated December 1, 2013		20-F		001-35428		4.18		9/24/14
4.19	Variation 1 to Transition Services Agreement between Prima BioMed and Cell Therapies Pty Ltd, dated February 26, 2014		20-F		001-35428		4.19		9/24/14
4.20*	Supply, Distribution and Licensing Agreement between Prima BioMed and Neopharm Ltd., dated February 19, 2014		20-F		001-35428		4.20		9/24/14
4.21**#ß	Share Sale Agreement, dated October 2, 2014, by and between Prima BioMed and Immutep S.A.
4.22#	Amendment to the Indefinite Term Employment Contract Entered Into Effect On May 1st 2004, dated 1 October 2014, by and between Immutep S.A. and Frédéric Triebel
12.1#	Certification of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
13.1#	Certification of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

* Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

ß Certain schedules and annexes of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

+ Indicates management contract or compensatory plan.

# Filed herewith.

In accordance with SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, and the instructions to Form 20-F, the certifications furnished in Exhibits 13.1 and 13.2 hereto are deemed to accompany this Annual Report on Form 20-F and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporates it by reference.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

PRIMA BIOMED LTD
/s/ Marc Voigt
By:	Marc Voigt
Title:	Chief Executive Officer, Chief Financial Officer and Chief Business Officer

Date: October 30, 2015

EX-2.2

Exhibit 2.2

Agreement

Subscription Agreement

Prima Biomed Ltd

Ridgeback Capital Investments L.P.

101 Collins Street Melbourne Vic 3000 Australia	T +61 3 9288 1234 F +61 3 9288 1567
GPO Box 128A Melbourne Vic 3001 Australia	herbertsmithfreehills.com DX 240 Melbourne

Contents

Table of contents

	Agreement		1
1	Definitions and interpretation		2
	1.1	Deed components	2
	1.2	Definitions	2
	1.3	Interpretation	8
	1.4	Awareness	9
2	Rules applying to the issue of Shares by the Company		9
3	Subscription and issue of Subscription Shares		10
	3.1	Subscription	10
	3.2	Time and place for Stage 1 Completion	10
4	Conditions precedent to Stage 2 Completion		11
	4.1	Conditions precedent	11
	4.2	Best endeavours to satisfy conditions precedent	12
	4.3	Cut Off Date	12
	4.4	No binding agreement for issue	12
	4.5	Benefit	13
5	Stage 2 Completion		13
	5.1	Obligations of PRR prior to Completion	13
	5.2	Stage 2 Completion	13
	5.3	Time and place for Stage 2 Completion	14
	5.4	Stage 2 Securities	14
	5.5	Failure to achieve Stage 2 Completion	14
6	Notes and Warrants		15
	6.1	Note Terms	15
	6.2	Warrant Terms	15
	6.3	Warrant Exercise	15
	6.4	If Warrants not exercised	16
7	Board representation		16
8	Restrictions on the Company		17
9	Exclusivity		18
	9.1	Competing Proposal	18
	9.2	Superior Proposal	18
	9.3	Notification	20
10	Representations and warranties		20
	10.1	Company Warranties	20
	10.2	Subscriber Warranties	23
11	Termination Events		25
	11.1	Termination events	25

Subscription Agreement           Contents 1

Contents

	11.2	Independence	25
12	Indemnity		25
13	Confidentiality and announcements		26
	13.1	Confidentiality	26
	13.2	Extent of obligation	26
	13.3	Announcements	26
14	Future capital raisings		27
15	General		27
	15.1	Time of the essence	27
	15.2	Service of Notices	27
	15.3	Governing law and jurisdiction	28
	15.4	Prohibition and enforceability	28
	15.5	Variation	29
	15.6	Stamp duty	29
	15.7	Costs and expenses	29
	15.8	Assignment	29
	15.9	Survival	29
	15.10	Counterparts	29
	Schedules
	Note Terms		31
	Warrant Exercise Notice		32
	Warrants Terms		33
	Warrant Certificate		36
	Capital Structure		37
	Information Protocol		38
	Signing page		39

Subscription Agreement           Contents 2

Agreement

Subscription Agreement

Date ▶ 14 May 2015

Between the parties
Company	Prima Biomed Ltd
	ACN 009 237 889 of Level 7, 151 Macquarie Street, Sydney NSW 2000
Subscriber	Ridgeback Capital Investments L.P.
	of 500 South Pointe Drive, Suite 220, Miami Beach FL 33139

Background	The Company has agreed to issue, and the Subscriber has agreed to subscribe for, the:
	•    Subscription Shares;
	•    Placement Shares;
	•    Initial Warrants;
	•    Coverage Warrants; and
	•    Subscription Notes,
	on the terms of this agreement.

The parties agree as follows:

Subscription Agreement           page 1

1 Definitions and interpretation

1.1 Deed components

This agreement includes any schedule.

1.2 Definitions

The meanings of the terms used in this agreement are set out below.

Term	Meaning
Affiliate	means any person or entity that is directly or indirectly in control of, controlled by, or under common control with, such other entity, including but not limited to, parent or subsidiary corporations or entities.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) or the securities exchange operated by ASX Limited, as the context requires.
ASX Listing Rules	the listing rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Authorisation	includes:
	1	any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a Government Agency; and
	2	in relation to anything which a Government Agency may prohibit or restrict within a specific period, the expiry of that period without intervention or action or notice of intended intervention or action.
Bergen Agreement	the Convertible Security and Share Purchase Agreement between the Company and Bergen Global Opportunity Fund, LP dated 2 October 2014.
Board	the board of Directors.
Break Fee	as defined in clause 5.5(a)(1).

Subscription Agreement           page 2

1 Definitions and interpretation

Business Day	a day on which banks are open for business in Sydney which is not a Saturday, Sunday or public holiday.
Cleansing Notice	a written notice by the Company to the ASX pursuant to section 708A(5) of the Corporations Act meeting the requirements of section 708(6) of the Corporations Act, in a form, and containing the information, that is sufficient to permit secondary trading on the ASX of the Shares to which it relates.
Company Warranties	the warranties provided by the Company under clause 10.1.
Competing Agreement	as defined in clause 9.2(b).
Competing Proposal	any offer, proposal, discussion, negotiation, expression of interest or inquiry by any person in relation to, or which would reasonably be expected to encourage or lead to the making of any transaction in respect of:
	1	any issue, transfer or sale of any of the Company’s (or any of its affiliates’) debt or equity securities (other than under the Share Purchase Plan or the Bergen Agreement);
	2	any sale, transfer or license of any of the Company’s (or any of its affiliates’) assets or properties other than sales of inventory and licences of products and material transfer agreements in the ordinary course of business consistent with past practice; or
	3	any merger, consolidation or business combination involving the Company (or any of its affiliates).
Constitution	the constitution of the Company, as amended from time to time.
Corporations Act	Corporations Act 2001 (Cth).
Coverage Warrants	371,445,231 Warrants.
Coverage Warrant Exercise Price	$0.0237 (2.37 cents) per Coverage Warrant, adjusted in accordance with the Warrant Terms.
Cut Off Date	31 July 2015.
Director	a director of the Company.

Subscription Agreement           page 3

1 Definitions and interpretation

Encumbrance	any interest or power:
	1	reserved in or over any interest in any asset; or
	2	created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,
	by way of, or having similar commercial effect to, security for payment of a debt, any other monetary obligation or the performance of any other obligation, or any trust or any retention of title and includes, but is not limited to, any agreement to grant or create any of the above.
Government Agency	a government or a governmental, semi government, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
Group	the Company and each Subsidiary.
Group Intellectual Property	the Owned Intellectual Property and Intellectual Property Rights that are used by any Group Member or as to which any Group Member otherwise asserts any rights other than ownership.
Group Member	a member of the Group.
Immediately Available Funds	payment by bank cheque or electronic funds transfer into an account nominated by the Company.
Information Protocol	the protocol in the form as set out in Schedule 6.
Initial Warrants	8,475,995 Warrants.
Initial Warrant Exercise Price	$0.025 (2.5 cents) per Initial Warrant, adjusted in accordance with the Warrant Terms.
Intellectual Property Rights	1	copyright, patents, goodwill, know-how, trade secrets, database rights, trade marks, trade names, business names, domain names, logos, get-up and designs (whether registered or unregistered);
	2	applications for registration (including all corresponding foreign counterpart applications, re-issues, re-examinations, divisionals, continuations, continuations (part and extensions thereof)) and the right to apply for registration for any of the same; and
	3	all other intellectual property rights and equivalent or similar forms of protection, howsoever described, existing anywhere in the world

Subscription Agreement           page 4

1 Definitions and interpretation

Material Adverse Change	means:
	1	the implementation or notice by written or verbal communication of a partial or full clinical hold on any of the Company’s clinical pipeline products (including without limitation, IMP321, IMP731 (licensed to Glaxo Smith Kline), IMP701 (licensed to Costim which was acquired by Novartis) and CVac) by the United States Food and Drug Administration or European EMA or the Chinese regulatory authorities;
	2	an adverse inspection of the Wuxi manufacturing facility by any regulatory body or any entity with authority to implement import, export or clinical administration restrictions for IMP-321 that delays or calls into question the ability of Prima to import clinical trial material (of IMP-321) into the EU or US or to administer the product to patients in any jurisdiction;
	3	receipt of a notice of termination or breach of any partnership agreements relating to any of the clinical products in development;
	4	an occurrence of a severe adverse event attributed the study drug with any of the Company products in clinical development which may cause delay in treating further patients or cause delay in further development of the drug;
	5	a new finding in the preclinical development that causes a cessation of development of the product or is likely to cause cessation of development of the product or a temporary cessation of patient dosing for any of products in clinical development;
	6	any event that causes the IMP321 manufacturing facility at Wuxi to be unable to manufacture IMP321 or that causes a delay in the ability to manufacture IMP321;
	7	any criminal action by any law enforcement or regulatory body against the Company or its senior officers;
	8	the discovery of any material misrepresentation made to the Subscriber in connection with its due diligence process that would constitute a forgery or fraud; or
	9	any event, change, condition, matter or thing that has had, will have, could reasonably be expected to have or that evidences that there has been, a material adverse effect on:
		•       the legality, validity or enforceability of this agreement, the Notes or the Warrants; or
		•       the Company’s ability to perform in any material respect on a timely basis its obligations under this agreement or under the Notes or the Warrants.
Member Approval	as defined in clause 4.1(c).
Nominee Director	a representative of the Subscriber (nominated in writing by the Subscriber) of good fame and character and possessing all appropriate skills and qualifications to be a director of the Company, which person is to be appointed to the Board in accordance with clause 7, the initial Nominee Director being Jay Silverman.

Subscription Agreement           page 5

1 Definitions and interpretation

Note Certificate	a “Certificate” as defined in the Note Terms.
Notes	convertible notes issued by the Company in accordance with the Note Terms.
Note Subscription Amount	the Face Value (as defined in the Note Terms) multiplied by the number of Subscription Notes.
Note Terms	the terms of issue of the Notes as set out in Schedule 1.
Owned Intellectual Property	Intellectual Property Rights that are owned by any Group Member.
Placement	the placement of the Placement Shares to the Subscriber at a price of $0.0173 (1.73 cents) per Share, on the Stage 2 Completion Date.
Placement Shares	that number of Shares as would be required to maintain the Subscriber’s interest in the Company’s Shares following the dilution arising in connection with the Share Purchase Plan.
Relevant Number	as defined in clause 6.3.
Share	an ordinary fully paid share in the capital of the Company.
Share Purchase Plan	a share purchase plan to be undertaken by the Company, at a price per Share not less than $0.02 (2 cents), and in accordance with ASIC Class Order 09/425, the ASX Listing Rules and the Corporations Act, by which the Company will raise a maximum of $5 million (net of expenses) in total proceeds from eligible shareholders.
Share Subscription Amount	the Subscription Shares multiplied by the Share Subscription Price.
Share Subscription Price	$0.0173 (1.73 cents) per Subscription Share.
Stage 1 Completion	completion of the payment for and issue of the Subscription Shares in accordance with clause 3.

Subscription Agreement           page 6

1 Definitions and interpretation

Stage 1 Completion Date	the Business Day immediately following the date of this agreement.
Stage 2 Completion	completion of the issue of the Subscription Notes, Placement Shares, Initial Warrants and Coverage Warrants in accordance with clause 5.
Stage 2 Completion Date	the day which is 2 Business Days following the satisfaction or waiver of all of the conditions precedent set out in clause 4.1.
Stage 2 Securities	as defined at clause 5.2(a).
Subscriber Warranties	the warranties provided by the Subscriber under clause 10.2.
Subscription Notes	that number of Notes which at their specified face value is equal to $13,750,828.
Subscription Shares	72,206,500 Shares.
Subsidiary	has the meaning given in the Corporations Act, but an entity will also be taken to be a Subsidiary of an entity if it is controlled by that entity (expressions used in this definition have the meanings given for the purposes of Chapter 2M of the Corporations Act) and, without limitation:
	1	a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and
	2	an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation.
Superior Proposal	any bona fide, written Competing Proposal made by a third party or parties if the proposal is on terms which the Board determines in its good faith judgement to be:
	1	superior to the Company’s shareholders from a financial point of view to the transactions contemplated by this agreement (taking into account all the terms and conditions of such proposal and this agreement (including any changes to the financial terms of this agreement proposed by the Subscriber in response to such offer or otherwise));
	2	for which financing, to the extent required, is then committed or which, in the good faith judgment of the Board, is reasonably capable of being obtained by such third party; and
	3	reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects (other than the need to perform customary due diligence) of such proposal.

Subscription Agreement           page 7

1 Definitions and interpretation

Trading Day	as defined in the ASX Listing Rules.
Warrant	unlisted warrants issued to the Subscriber in accordance with the Warrant Terms, comprising the Initial Warrants and Coverage Warrants.
Warrant Certificates	certificates in the form set out in Schedule 4 evidencing the issue of the Initial Warrants and the Coverage Warrants.
Warrant Exercise Notice	an exercise notice in the form set out in Schedule 2.
Warrant Exercise Price	the Coverage Warrant Exercise Price or the Initial Warrant Exercise Price, as the case applies.
Warrant Expiry Date	in respect of:
	1	the Initial Warrants, the tenth anniversary of the Stage 2 Completion Date (Initial Warrant Expiry Date); and
	2	the Coverage Warrants, the fifth anniversary of the Stage 2 Completion Date (Coverage Warrant Expiry Date).
Warrant Terms	the terms of issue of the Initial Warrants and Coverage Warrants as set out in Schedule 3.

1.3 Interpretation

In this agreement, unless the context requires otherwise:

(a) headings are for convenience only and do not affect the interpretation of this agreement;

(b) words importing the singular include the plural and vice versa;

(c) words importing a gender include any gender;

(d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency;

(e) a reference to any thing (including, but not limited to, any right) includes a part of that thing but nothing in this clause implies that performance of part of an obligation constitutes performance of the obligation;

(f) references to clauses, parties, annexures, exhibits and schedules are references to clauses of, and parties, annexures, exhibits and schedules to, this agreement;

(g) a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending,

Subscription Agreement           page 8

2 Rules applying to the issue of Shares by the Company

consolidating or replacing it, whether passed by the same or another Government Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

(h) a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

(i) a reference to a party to any document includes that party’s successors and permitted assigns;

(j) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the preceding Business Day;

(k) a reference to an agreement includes any Encumbrance, undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(l) a reference to an asset includes all property of any nature, as well as a business, and all rights, revenues and benefits; and

(m) a reference to a document includes any amendment or supplement to, or replacement or novation of, that document.

1.4 Awareness

Where a warranty is given ‘to the best of the Company’s knowledge’, or ‘so far as the Company is aware’ or with a similar qualification as to the Company’s awareness or knowledge, the Company will be deemed to know or be aware of a particular fact, matter or circumstance if a director, the chief executive officer, chief financial officer or general counsel of the Company:

(a) is aware of that fact, matter or circumstance on the date the warranty is given; or

(b) would reasonably be expected to be aware of that fact, matter or circumstance if, on the date the warranty is given, they had made reasonable enquiries as to the accuracy of the warranties.

2 Rules applying to the issue of Shares by the Company

In every circumstance in which the Company issues Shares to the Subscriber under this agreement, including but not limited to the Subscription Shares, Placement Shares and any Shares issued on exercise of any Warrant, conversion of any Note or exercise of any right under this agreement (a Relevant Issue), the Company must:

(a) (Entry in the register) cause the Subscriber to be entered in the Company’s register as the holder of the Shares the subject of the Relevant Issue, at the time of completion of the Relevant Issue.

(b) (Issue of holding statement) cause the Company’s securities registry to issue a holding statement to the Subscriber in respect of the Shares the subject of the Relevant Issue, at the time of completion of the Relevant Issue.

(c) (Appendix 3B) lodge with ASX an Appendix 3B in respect of the Shares the subject of the Relevant Issue, at the time of completion of the Relevant Issue, provided the Company is officially quoted on ASX at the time.

(d) (Cleansing Notice) except where:

Subscription Agreement           page 9

3 Subscription and issue of Subscription Shares

(1) in the case of the Subscription Notes, a prior cleansing notice has been issued in accordance with section 708(12)(C) of the Corporations Act; or

(2) in the case of Warrants, the offer of the Warrants was made pursuant to a prospectus lodged with ASIC,

lodge with ASX a Cleansing Notice in respect of the Shares the subject of the Relevant Issue, within 5 days of completion of the Relevant Issue, provided the Company is officially quoted on ASX at the time.

(e) (disclosure document) lodge with ASX a disclosure document under Chapter 6D of the Corporations Act if required to do so in order to ensure that the Shares the subject of the Relevant Issue can be freely on-sold by the Subscriber, provided the Company is officially quoted on ASX at the time.

(f) (Nature of Shares to be issued) ensure that any Shares issued under a Relevant Issue are issued:

(1) fully paid;

(2) free and clear of all Encumbrances;

(3) equal in ranking in all respects with the other Shares on issue as at the date of completion of the Relevant Issue; and

(4) such that they are able to be freely transferred by the Subscriber.

(g) (General obligations) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary or appropriate to consummate the Share issuances contemplated by this agreement.

3 Subscription and issue of Subscription Shares

3.1 Subscription

(a) At Stage 1 Completion, the Company must issue to the Subscriber, and the Subscriber must subscribe for the Subscription Shares in accordance with clause 2.

(b) The Subscriber acknowledges that this agreement constitutes its application for the Subscription Shares and at Stage 1 Completion the Subscriber agrees to:

(1) subscribe for, and accept the issue of, the Subscription Shares;

(2) pay the Share Subscription Amount to the Company in Immediately Available Funds; and

(3) be bound by the Constitution.

3.2 Time and place for Stage 1 Completion

Stage 1 Completion will occur on the Stage 1 Completion Date and may occur by electronic exchange of documents.

Subscription Agreement           page 10

4 Conditions precedent to Stage 2 Completion

4 Conditions precedent to Stage 2 Completion

4.1 Conditions precedent

The Subscriber will have no obligations to subscribe for the Placement Shares, Subscription Notes and Warrants under clause 5 unless;

(a) (Board approval), the Company has procured that a meeting of the Board is convened and approves the issue of:

(1) the Placement Shares, Warrants and Subscription Notes; and

(2) any Shares to be issued on conversion of the Subscription Notes and exercise of the Warrants,

subject only to satisfaction of any condition set out in this agreement or imposed by the Corporations Act or ASX Listing Rules, and provides the Subscriber with a certified copy of the Board resolution or minutes of Board meeting evidencing such approval.

(b) (Stage 1 Completion) Stage 1 Completion has occurred;

(c) (Member Approval) the Company’s shareholders have approved by the appropriate majority in a general meeting:

(1) the issue of the Placement Shares, Warrants and Subscription Notes to the Subscriber for all purposes including (without limitation) for the purposes of Listing Rule 7.1 and section 611(7) of the Corporations Act (and, as applicable, the issue of Shares on exercise of the Warrants and conversion of the Subscription Notes);

(2) the election of the Nominee Director as a Director;

(3) any other approvals required under the ASX Listing Rules and the Corporations Act in order for the Company to comply with all of its obligations under this agreement;

(d) (Independent expert’s opinion) the independent expert appointed to opine on the issue of the Placement Shares, Warrants and Subscription Notes to the Subscriber finds that the matters on which it opines are either:

(1) fair and reasonable; or

(2) not fair but reasonable,

and in the best interests of the Company’s shareholders, and the independent expert does not change that finding or withdraw its report prior to the general meeting referred to in 4.1(c) above;

(e) (ASX waivers and ASIC relief) all necessary:

(1) waivers of, approvals under, or confirmations under, the ASX Listing Rules; and

(2) relief from, or declarations or modifications in connection with, the Corporations Act,

which are required to lawfully and validly grant the Placement Shares, Warrants and Subscription Notes, and permit their exercise in accordance with their terms, have been obtained;

(f) (Information Protocol) the Board has adopted the Information Protocol, subject only to Stage 2 Completion;

Subscription Agreement           page 11

4 Conditions precedent to Stage 2 Completion

(g) (Certificate) the Company has given the Subscriber a certificate signed by a Director dated the Stage 2 Completion Date confirming that, as at the Stage 2 Completion Date, to the best of the knowledge and information of that Director, and after due enquiry:

(1) the Company has complied with all obligations on its part to be performed under this agreement, the Corporations Act, ASX Listing Rules and other applicable law;

(2) none of the events set out in clause 11.1 has occurred; and

(3) the representations and warranties given by the Company set out in clause 10.1 are true and correct; and

(h) (Company Warranties) each of the Company Warranties are true and accurate in all material respects immediately prior to the Stage 2 Completion Date;

(i) (No Material Adverse Change) no Material Adverse Change has occurred between the date of this agreement and the Stage 2 Completion Date;

(j) (Competing Agreement); the Company has not entered into a Competing Agreement; and

(k) (Silverman agreement) the Company has entered into a subscription agreement with Jay Silverman or his nominee (or is ready, willing and able to enter into such an agreement) by which Silverman (or his nominee) will agree to subscribe for US$500,000 worth of Shares and Notes and the Company will agree to issue Shares, Notes and Warrants to Silverman (or his nominee) on Stage 2 Completion, on materially the same terms as this agreement, and the agreement is not terminated (except in accordance with its terms), rescinded or repudiated by the Company except in the case of a material default or breach by Jay Silverman or his nominee.

4.2 Best endeavours to satisfy conditions precedent

(a) The Company must use its best endeavours to ensure that the conditions precedent in clause 4.1 are satisfied as expeditiously as possible and in any event on or before the Cut Off Date.

(b) Each party must provide reasonable assistance to the other as is necessary to satisfy the conditions precedent in clause 4.1.

4.3 Cut Off Date

The Subscriber may, by not less than 2 Business Days’ notice to the other party, terminate this agreement at any time before the Stage 2 Completion Date if:

(a) a condition in clause 4.1 is not satisfied by the Cut Off Date; or

(b) a condition in clause 4.1 becomes incapable of satisfaction or the parties agree that any condition in clause 4.1 cannot be satisfied by the Cut Off Date.

4.4 No binding agreement for issue

If any of the conditions precedent in clause 4.1 are not satisfied or waived by the Subscriber by their respective deadlines (or such later date as agreed between the Subscriber and the Company), the Subscriber may at any time by notice given to the Company immediately, without cost or liability to itself, terminate this agreement so that it is relieved of all its obligations in connection with Stage 2 Completion and the subscription for and payment of the Placement Shares, Subscription Notes and Warrants.

Subscription Agreement           page 12

5 Stage 2 Completion

4.5 Benefit

The conditions in clause 4.1 are for the benefit of the Subscriber and, if capable of waiver, may only be waived by written notice from the Subscriber.

5 Stage 2 Completion

5.1 Obligations of PRR prior to Completion

Prior to Stage 2 Completion, the Company must procure that a meeting of the Board is convened and approves (subject to Stage 2 Completion) the actions required for the Company to comply with its obligations under this clause 5, including but not limited to the:

(a) issue of the Stage 2 Securities to the Subscriber;

(b) issue of Warrant Certificates in the name of the Subscriber in respect of each of the Initial Warrants and Coverage Warrants;

(c) issue of a Note Certificate in the name of the Subscriber in respect of the Subscription Notes; and

(d) entry of the subscriber in the registers maintained by the Company in respect of the Placement Shares, Warrants and Subscription Notes.

5.2 Stage 2 Completion

(a) On the Stage 2 Completion Date, the Company must:

(1) issue the:

(A) Placement Shares;

(B) Initial Warrants;

(C) Coverage Warrants; and

(D) Subscription Notes,

(the Stage 2 Securities) to the Subscriber;

(2) cause the Subscriber to be registered as the holder of each of the Stage 2 Securities in the registers maintained by the Company in respect of each class of Stage 2 Security;

(3) comply with its obligations under clause 2 in respect of the Placement Shares;

(4) issue Warrant Certificates in the name of the Subscriber in respect of each of the Initial Warrants and Coverage Warrants;

(5) issue a Note Certificate in the name of the Subscriber in respect of the Subscription Notes;

(6) provide the Subscriber with a certified copy of the Warrant register showing the Subscriber as registered holder of the Initial Warrants and Coverage Warrants;

(7) provide the Subscriber with a certified copy of the Notes register showing the Subscriber as registered holder of the Subscription Note; and

Subscription Agreement           page 13

5 Stage 2 Completion

(8) provide the Subscriber with a copy of Board resolutions approving the issue of the Stage 2 Securities (subject only to Stage 2 Completion).

(b) The Subscriber acknowledges that this agreement constitutes its application for each of the Stage 2 Securities and on the Stage 2 Completion Date the Subscriber agrees to:

(1) subscribe for and accept the issue of the Stage 2 Securities;

(2) pay the Share Subscription Price to the Company for each Placement Share in Immediately Available Funds;

(3) pay the Note Subscription Amount to the Company in respect of the Subscription Notes in Immediately Available Funds;

(4) provide a consent to act as Director in the usual form signed by the Nominee Director;

(5) be bound by the Constitution, the Warrant Terms and the Note Terms (as applicable).

(c) For the avoidance of doubt, no subscription price will be payable in respect of the issue of the Warrants.

5.3 Time and place for Stage 2 Completion

Stage 2 Completion will take place on the Stage 2 Completion Date and may occur by electronic exchange of documents.

5.4 Stage 2 Securities

Each of the Stage 2 Securities issued to the Subscriber must be issued:

(a) fully paid;

(b) free and clear of all Encumbrances;

(c) equal in ranking in all respects with the other equivalent securities on issue (if any) as at the Stage 2 Completion Date; and

(d) such that they are able to be freely transferred by the Subscriber.

5.5 Failure to achieve Stage 2 Completion

(a) If Stage 2 Completion does not occur as a result of:

(1) failure by the Company to satisfy a condition set out in clauses 4.1(c), 4.1(f), 4.1(g), 4.1(h), 4.1(i) or 4.1(j) (each, a Relevant CP) on or before the Cut Off Date;

(2) the agreement automatically terminating in accordance with clause 9.2(e); or

(3) the Subscriber electing to exercise its termination rights under clause 11,

(the earliest of which to occur is the Break Trigger), then, by no later than 5 Business Days after the Break Trigger, the Company must pay to the Subscriber a break fee of $150,000 (Break Fee).

(b) In the event that Stage 2 Completion does not occur, the Company must issue to the Subscriber, at the Subscriber’s election, up to 75,293,500 Shares less any Shares issued under the Bergen Agreement in circumstances contemplated

Subscription Agreement           page 14

6 Notes and Warrants

under clause 8(c)(2) (Break Shares), upon receipt of a payment by the Subscriber of a price per Share representing a 25% discount to the volume weighted average price of Shares for the 15 trading day period prior to their issue. The Company must comply with clause 2 when issuing the Break Shares.

(c) The Subscriber must make an election under clause 5.5(b) in writing, no later than 10 Business Days receipt of payment of the Break Fee and, in the event that the Subscriber elects to subscribe for some or all of the Break Shares, such election must be accompanied by the subscription price in respect of the Break Shares calculated in accordance with clause 5.5(b).

(d) The parties agree that the Break Fee and issue of the Break Shares represents a reasonable and genuine pre-estimate of the costs to the Subscriber (including legal and other professional costs, opportunity costs and reasonable director and management time) of pursuing the transactions contemplated by this agreement.

6 Notes and Warrants

6.1 Note Terms

(a) Each Subscription Note is granted on, and subject to, the Note Terms.

(b) Each party undertakes in favour of the other that it will comply with the Note Terms.

(c) The Subscription Notes may only be Converted or Repaid (each as defined in the Note Terms), in accordance with the Note Terms.

6.2 Warrant Terms

(a) Subject to clause 6.2(c), each Warrant is granted on, and subject to, the Warrant Terms.

(b) Each party undertakes in favour of the other that it will comply with the Warrant Terms.

(c) In the event that Stage 2 Completion does not occur, the Initial Warrants must be issued by the Company to the Subscriber on the Business Day immediately after the earlier of:

(1) the date on which this agreement is terminated in accordance with its terms; and

(2) the Cut Off Date.

(d) In the event that the Initial Warrants are issued under clause 6.2(c) rather than in connection with Stage 2 Completion under clause 5, the terms of issue of the Initial Warrants will be in compliance with the ASX Listing Rules and the Warrant Terms will not apply to the Initial Warrants.

6.3 Warrant Exercise

(a) The Warrants may be exercised by the Subscriber at any time prior to the relevant Warrant Expiry Date by delivering to the Company a Warrant Exercise Notice duly executed by the Subscriber (together with the relevant Warrant Certificate), specifying the number of Warrants being exercised, which number must be an integral multiple of 50,000, or whatever number of Warrants remain if there are less than 50,000 (the Relevant Number) and either:

Subscription Agreement           page 15

7 Board representation

(1) paying to the Company in Immediately Available Funds, upon the date of the issue of Shares in connection with the exercise of the relevant Warrants, an amount equal to the Initial Warrant Exercise Price or Coverage Warrant Exercise Price (as applicable) multiplied by the Relevant Number (the Settlement Price); or

(2) via cashless exercise, in which case the Subscriber will be issued such number of Shares (including fractions for the purposes of the calculation) calculated according to the following formula:

(A-B) * X / A

where:

• A equals the closing price of Shares on ASX on the Trading Day immediately preceding the date of delivery of the Warrant Exercise Notice; and

• B equals the applicable Warrant Exercise Price; and

• X equals the number of Shares issuable on exercise of the Warrant, assuming the Warrant was issued for cash.

(b) The Company must, within 2 Business Days of receipt of the documents referred to in clause 6.3(a):

(1) issue to the Subscriber the Relevant Number of Shares;

(2) if applicable, issue a replacement Warrant Certificate to the Subscriber for the remaining unexercised Warrants; and

(3) comply with its obligations under clause 2 with respect to the issue of Shares.

(c) The Subscriber must, upon the same Business Day as the issue of Shares under clause 6.3(b), pay the Settlement Price to the Company in Immediately Available Funds, or by means of cashless exercise.

(d) A Warrant Exercise Notice once given is irrevocable and binds the Subscriber.

6.4 If Warrants not exercised

(a) If any Initial Warrants are not exercised in accordance with clause 6.3 on or before the Initial Warrant Expiry Date, those Initial Warrants will be automatically exercised via cashless exercise in accordance with clause 6.3(a)(2).

(b) If any Coverage Warrants are not exercised in accordance with clause 6.3 on or before the Coverage Warrant Expiry Date, those Coverage Warrants will be automatically exercised via cashless exercise in accordance with clause 6.3(a)(2).

7 Board representation

(a) On Stage 2 Completion, for so long as the Subscriber and its Affiliates (or their respective nominees, brokers or custodians) continuously hold in aggregate 5% or more of the share capital of the Company, on a fully diluted, as-if fully exercised and as-if fully converted basis, the Board must appoint the Nominee Director as Director.

Subscription Agreement           page 16

8 Restrictions on the Company

(b) The Board must appoint the Nominee Director as Director no later than 2 Business Days after Stage 2 Completion.

(c) The Nominee Director must be appointed to the audit and remuneration committees of the Board.

(d) The Company agrees to use its best endeavours to encourage the Directors to unanimously recommend that the Company’s shareholders vote in favour of the election of the Nominee Director when such person is up for election at the Company’s annual general meeting, subject at all times to the directors’ fiduciary duties.

(e) In the event that the Nominee Director fails to attend 3 consecutive Board or Board committee meetings, the Subscriber must procure the resignation of the Nominee Director and nominate a new representative under clause 6.1(a).

(f) The Subscriber’s Board representation rights under this clause 7 cease and expire as soon as the Subscriber and Affiliates (or their respective nominees, brokers or custodians) cease to hold in aggregate 5% or more of the share capital of the Company, on a fully diluted, as-if fully exercised and as-if fully converted basis.

(g) If a Nominee Director is not appointed as Director in circumstances where the Board representation rights remain on foot, the Company must provide to the Subscriber notice of board meetings, and provide a representative of the Subscriber with the right to attend and observe at board meetings and to receive copies of the minutes of the board meetings.

8 Restrictions on the Company

The Company will not, and must procure that each Subsidiary does not, prior to the earlier of the Stage 2 Completion Date and the date of termination of this agreement:

(a) dispose of or agree to dispose of any of its right, title or interest in and to any material asset that it may own or to which it may become entitled;

(b) charge or agree to Encumber the whole or any part of its right, title and interest in and to any material asset that it may own or to which it may become entitled;

(c) issue or agree to issue any debt or equity securities, or any securities exercisable or convertible into Shares, other than:

(1) as contemplated by the Share Purchase Plan; or

(2) in connection with an issue of securities representing no more than 22,936,950 Shares on a fully diluted basis, under the Bergen Agreement; or

(3) upon the exercise of any options on issue as at the date of this agreement; and

(d) grant any special voting or other rights that attach to Shares;

(e) carry on any business except a business of a type that is currently being carried on as at the date of this agreement; or

Subscription Agreement           page 17

9 Exclusivity

(f) enter into any material related party agreement that is not on arm’s length terms,

without the Subscriber’s prior written consent (which may be withheld at the Subscriber’s absolute discretion).

9 Exclusivity

9.1 Competing Proposal

(a) From the date of this agreement until the earlier of Stage 2 Completion and the Cut Off Date (Exclusivity Period), the Company covenants and agrees that as a material inducement for the Subscriber to incur time and expense in performing its due diligence and other reviews, commencing preparation of definitive documentation and entering into definitive documentation, the Company and its officers, directors, employees, advisers (including legal and financial advisers), agents or other authorised representatives (Related Persons) shall not (directly or indirectly), without the express written consent of the Subscriber (which may be withheld at the Subscriber’s discretion):

(1) solicit, invite, encourage or initiate, any offer, proposal, discussion, negotiation, expression of interest or inquiry by any person in relation to, or which would reasonably be expected to encourage or lead to the making of any transaction in respect of a Competing Proposal; or

(2) provide any non-public information to any party (other than the Subscriber and its affiliates and representatives) relating to, or which could be reasonably be expected to lead to or encourage, a Competing Proposal.

(b) If the Company or any of its Related Persons receives a proposal in connection with an actual, proposed or potential Competing Proposal, or becomes aware of any negotiation, discussion or approach (or any attempt to initiate any negotiation or discussion) relating to a Competing Proposal, the Company and its officers, directors and other representatives shall immediately notify the Subscriber and provide to the Subscriber all material terms of the actual, proposed or potential Competing Proposal (including the identity of the party or parties associated with the Competing Proposal).

(c) The Company and each Related Person must not participate in, and must immediately cease any and all existing activities, discussions or negotiations with any parties conducted prior to the date of this agreement with respect to, any Competing Proposal, or any proposal which would reasonably be expected to encourage or lead to the making of an actual, proposed or potential Competing Proposal.

(d) Without limiting the foregoing, any violation of the restrictions set out in this clause 9.1 by any Related Person will be deemed to be a breach of this agreement by the Company.

9.2 Superior Proposal

(a) Notwithstanding any other provision of this agreement, in response to a Competing Proposal that the Board determines in good faith (after consultation with its advisers) constitutes a Superior Proposal which was unsolicited and made after the date of this agreement and did not otherwise occur as a result of

Subscription Agreement           page 18

9 Exclusivity

a breach of clause 9.1, the Company may, subject to compliance with clause 9.2(b) and only to the extent the Board determines in good faith (after consultation with its advisers) that the failure to take such actions are likely to constitute a breach of the Board’s fiduciary duties to the shareholders of the Company under applicable law:

(1) furnish information with respect to the Company to the person making the Superior Proposal (and its representatives) pursuant to a customary confidentiality agreement containing provisions not less restrictive of such persons as the nondisclosure agreement entered into between the Company and an Affiliate of the Subscriber, provided that all such information has previously been provided to the Subscriber or is provided to the Subscriber at the time it is provided to such person; and

(2) participate in discussions or negotiations with the person making such Competing Proposal (and its representatives) regarding such Competing Proposal.

(b) Neither the Board nor any committee thereof shall recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal unless the Competing Proposal is a Superior Proposal.

(c) Neither the Board nor any committee thereof shall recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Superior Proposal or approve or recommend, or propose to approve or recommend, or allow the Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, financing agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement (each, a Competing Agreement) constituting or related to any Superior Proposal (any action described above being referred to as a Company Adverse Recommendation Change) unless the Board determines in good faith (after consultation with its advisers) it is required to do in order to discharge its fiduciary duties to the Company’s shareholders under applicable law, provided, however, that no Company Adverse Recommendation Change may be made until after 5 Business Days following the Subscriber’s receipt of written notice (a “Notice of Adverse Recommendation”) from the Company advising the Subscriber that the Board intends to make a Company Adverse Recommendation Change and specifying the terms and conditions of the Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such proposal shall require a new Notice of Adverse Recommendation and a new five-day period).

(d) Following receipt of a Notice of Adverse Recommendation, the Subscriber shall have the opportunity to present to the Board revised terms for the transactions contemplated by this agreement, including any proposed amendments or modifications to this agreement in respect of such revised terms. The Board shall consider in good faith any such revised terms and amendments or modifications submitted to it by the Subscriber. In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board shall take into account the Subscriber’s revised terms and any proposed changes to the terms of this agreement proposed by the Subscriber in response to a Notice of Adverse Recommendation or otherwise and whether the revised terms are reasonably equivalent or superior from a financial point of view to the terms of the Superior Proposal and, if such terms are determined by a vote of the Board to be reasonably equivalent or superior from a financial point of view (to the shareholders as a whole) to the terms of the Superior Proposal, the Board must:

Subscription Agreement           page 19

10 Representations and warranties

(1) call and hold a shareholder meeting in order to pass any resolution required to implement any such revised proposal by the Subscriber and enter into any definitive agreement (or any amendment to this agreement) which is agreed between the parties, each acting reasonably; and

(2) recommend that the Company’s shareholders approve and adopt the terms of any such revised proposal by the Subscriber.

(e) If the Company has elected to make a Company Adverse Recommendation Change following receipt of a Superior Proposal and complying with the procedures set forth in this clause 9 and after determining by a vote of the Board that any revised terms and proposed changes of the Subscriber are not reasonably equivalent or superior from a financial point of view to the terms of the Superior Proposal, the:

(1) Company shall deliver to the Subscriber written notice of such determination; and

(2) this agreement will automatically terminate; and

(3) the Break Fee will be payable by the Company in accordance with clause 5.5; and

(4) a wire transfer of immediately available funds in the amount of the Break Fee and a written acknowledgement that the Company and the Board have complied with all of their covenants and obligations pursuant to this clause 9 and that the Company is obligated to pay the Break Fee.

9.3 Notification

In addition to the obligations of the Company set forth in this clause 9, the Company must as soon as practicable, and in any event within 24 hours, advise the Subscriber in writing of:

(a) any request for information which the Company reasonably believes would lead to a Competing Proposal

(b) any request for information with respect to any Competing Proposal,

(c) any approach, negotiation, discussion or inquiry with respect to or which the Company reasonably should believe would lead to any Competing Proposal,

(d) the material terms and conditions of any such request, approach, negotiation, discussion or inquiry.

The Company will keep the Subscriber informed in all material respects of the status and details (including material amendments or proposed amendments) of any such request, Competing Proposal or inquiry.

10 Representations and warranties

10.1 Company Warranties

The Company represents and warrants to and for the benefit of the Subscriber that, except as fully and fairly disclosed prior to the date of this agreement, each of the following statements is true, accurate and not misleading as at the date of this agreement and as at the Stage 2 Completion Date:

Subscription Agreement           page 20

10 Representations and warranties

(a) (Status) Each Group Member is a body corporate validly existing under the laws of its place of incorporation or establishment.

(b) (Corporate power) The Company has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement.

(c) (Corporate action) Subject to the satisfaction of the conditions in clause 4.1, the Company has taken all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement.

(d) (Power and capacity) Each Group Member has the power and capacity to own its assets and to conduct its business in the manner presently conducted.

(e) (Group Members) Each Group Member is a 100% owned Subsidiary of the Company, other than as expressly disclosed to ASX as at the date of this agreement.

(a) (No agreements to issue) Other than as expressly disclosed to ASX or contemplated by this agreement, as at the date of this agreement, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, issue, sale, transfer or conversion of any share, equity interest or security of any Group Member under any warrant, option, convertible security, agreement or other arrangement (including conversion rights and rights of pre-emption).

(f) (Authorisations) As far as the Company is aware:

(1) each Group Member has obtained each material Authorisation (if any) as is required under the provisions of any applicable law in connection with the operation and carrying on of its business in the places and in the manner and to the extent that its business is presently conducted or presently proposed to be conducted; and

(2) there is no material breach by any Group Member of the provisions of any law governing such Authorisations or the terms and conditions of such Authorisations (nor, as far as the Company is aware, is there any reason why any such Authorisation should be withdrawn or cancelled or which would prejudice the renewal of such Authorisations).

(g) (Binding obligation) This agreement is the Company’s valid and binding obligation, enforceable in accordance with its terms.

(h) (All actions) As of Stage 2 Completion, the Company will have taken all action able to be taken by it to render inapplicable any restriction on the Subscriber’s ability to exercise the Warrants and convert the Notes based on the Subscriber’s holding of Shares, Warrants and Notes as at Stage 2 Completion.

(i) (No contravention) Neither the entry into nor performance by the Company of this agreement in accordance with its terms nor any transaction contemplated under this agreement violates in any material respect any provision of any judgment binding on the Company, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets.

(j) (Due diligence materials) All of the written information provided to the Subscriber prior to the date of this agreement in connection with its due diligence investigations is true and accurate and not misleading or deceptive in any material respects.

(k) (Violation) The issue of the Subscription Shares and Stage 2 Securities will not violate any rights of any holder of Shares or holder of any share, equity interest or security of the Company.

Subscription Agreement           page 21

10 Representations and warranties

(l) (Disclosure compliance) As far as the Company is aware, the Company has complied with all its disclosure requirements under the Corporations Act and the Listing Rules.

(m) (Capital structure) The capital structure of the Company as at the date of this agreement is as set out at Schedule 5.

(n) (Accounts) The accounts of the Group for the period ending 31 December 2014 (Accounts) (Accounts Date):

(1) have been lodged with ASX and ASIC;

(2) have been prepared (except as otherwise stated therein):

(A) in accordance with law and applicable accounting standards;

(B) in the manner described in the notes to them;

(3) show a true and fair view of:

(A) the assets and liabilities and of the state of affairs, financial position and results of the Group as at the Accounts Date; and

(B) the profit or loss of the Group as at the Accounts Date.

(o) (Off-balance sheet financing) No Group Member has engaged in any borrowing or financing not required to be reflected in, or which is not reflected in, the Accounts.

(p) (Conduct since the Accounts Date) Since the Accounts Date, each of the following has occurred.

(1) (conduct of business) the business of each Group Member has continued in the ordinary course;

(2) (dealings) no Group Member has dealt with any person except at arm’s length and no property has been acquired by any Group Member for more than market value;

(3) (no Material Adverse Change) there has been no Material Adverse Change; and

(4) (contracts) as far as the Company is aware, no contract has been terminated or has expired, which could reasonably be expected to have a Material Adverse Change.

(q) (Indebtedness) No material outstanding indebtedness of any Group Member has become payable or repayable by reason of any default of any Group Member and no event has occurred or is impending which may result in such indebtedness becoming payable or repayable prior to its maturity date, in a demand being made for such indebtedness to be paid or repaid or in any step being taken to enforce any security for any such indebtedness of any Group Member.

(r) (Material contracts) as far as the Company is aware:

(1) all contracts entered into by the Company that are material for the carrying on of its business are valid and enforceable in accordance with their terms and entry into this agreement will not result in any person (except for Bergen Global Opportunity Fund, L.P.) having the right (whether actual or contingent) to terminate any contract material to the carrying on the Company’s business; and

Subscription Agreement           page 22

10 Representations and warranties

(2) no Group Member is in breach of or in default of any contract, transaction, arrangement, understanding or obligation, which is material and which may have or has had a Material Adverse Change.

(s) (Group Intellectual Property) The Group Intellectual Property, as far as the Company is aware:

(1) is either legally beneficially owned by a Group Member or lawfully used with the consent of the owner under a valid licence;

(2) after reasonable enquiry, is sufficient to enable the Group to carry on its business effectively in the manner and to the extent to which it is presently conducted;

(3) after reasonable enquiry, does not infringe any Intellectual Property Rights owned by any third party, and, no claim has been made against any Group Member in respect of such infringement.

(b) (Licences) No Group Member is obliged to grant any license, sub-license or assignment in respect of any Group Intellectual Property, which is material to the business of the Group.

(t) (No litigation) As far as the Company is aware, there are no facts or circumstances likely to lead to any prosecution, litigation or arbitration involving any Group Member or any person for whom any Group Member may be liable which would be reasonably likely to give rise to a Material Adverse Change.

(u) (Insurance) As far as the Company is aware, each Group Member has maintained insurance coverage reasonably regarded as adequate against risks normally insured against by companies of a similar scale carrying on similar businesses.

(v) (Solvency) There is no Insolvency Event or potential Insolvency Event relating to any Group Member and, assuming completion of this agreement, each Group Member is able to pay its debts as and when they fall due.

(w) (Tax) As far as the Company is aware, each Group Member has properly and punctually filed with the appropriate Government Agency all tax returns required to be filed in all jurisdictions in which such tax returns are required to be filed, and all such tax returns and the information contained therein are true and correct in all material respects for the periods covered by them.

The representations and warranties by the Company in this clause 10.1 survive the issue of the Subscription Securities and do not merge on the Stage 2 Completion Date.

10.2 Subscriber Warranties

The Subscriber represents and warrants to and for the benefit of the Company that each of the following statements is true, accurate and not misleading as at the date of this agreement and as at the Stage 2 Completion Date:

(a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment.

(b) (corporate power) It has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement.

(c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement.

(d) (binding obligation) This agreement is its valid and binding obligation.

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11 Termination Events

(e) (no contravention) Neither the entry into nor performance by it of this agreement nor any transaction contemplated under this agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets.

US Offer warranties for Regulation D

(f) (Accredited Investor) It is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and has the knowledge and experience to evaluate an investment in the securities to be subscribed for under this agreement (Securities) and has the financial resources to allow it to make the investment in the Securities and to tolerate any losses therefrom, and it is acquiring the Securities for its own account and has not been induced to acquire the Securities and it is not purchasing the Securities with a present view to the distribution thereof.

(g) (Restrictions) It understands that the Securities will be subject to restrictions on resale in the United States. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States without registration under the U.S. Securities Act (which it acknowledges the Company has no obligation to do or procure) unless the Securities are offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state in the United States or any other jurisdiction.

(h) (Transfer requirements) It agrees that if it decides to sell or otherwise transfer any Securities in the United States, it will only do so in accordance with the U.S. Securities Act in a transaction exempt from the registration requirements of the U.S. Securities Act.

(i) (Distribution) It is not engaged in the business of distributing securities or, if it is, it will not offer or sell the Securities except in transactions exempt from the registration requirements of the U.S. Securities Act, however it may sell securities in standard brokered transactions on the ASX where it has no reason to know that the purchase is a person in the United States.

(j) (No solicitation) It has not subscribed for the Securities as a result of any “general solicitation” or “general advertising” (within the meaning of Rule 502(c) under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine, on a web site or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(k) (Acknowledgement) It acknowledges that the Company:

(1) is not subject to the periodic reporting and other information requirements of the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934 with respect to the Shares and does not expect or intend to become subject to such requirements; and

(2) the Securities are officially quoted on ASX and accordingly, the Company is subject to the continuous disclosure obligations of the ASX. Australian continuous disclosure requirements are different to those of the United States.

Subscription Agreement           page 24

11 Termination Events

11 Termination Events

11.1 Termination events

The Subscriber may at any time by notice given to the Company immediately, without cost or liability to itself, terminate this agreement after the Stage 1 Completion Date so that it is relieved of all its obligations falling after the date of termination, if any of the following events occurs before the Stage 2 Completion Date:

(a) (Listing) The Company ceases to be admitted to the official list of ASX.

(b) (Suspension) Trading in Shares on ASX is suspended for 5 or more trading days.

(c) (Insolvency Event) An Insolvency Event occurs in respect of any material Group Member.

(d) (Director) A Director is charged with an indictable offence or disqualified from acting as director of a corporation.

(e) (Unremedied breach) There is a material breach of this agreement by the Company that is subsisting immediately prior to Stage 2 Completion, or any Company Warranty is incorrect as at Stage 2 Completion.

(f) (Takeovers Panel) the Takeovers Panel decides that unacceptable circumstances exist in relation to the affairs of the Company under Part 6.10 of the Corporations Act).

(g) (Bergen approval) Bergen Global Opportunity Fund, LP has disputed the ability of the Company to issue of the Placement Shares, Warrants or Subscription Notes in accordance with this agreement or, if a dispute has occurred, the dispute has not been resolved in writing to the Subscriber’s satisfaction (acting reasonably) prior to Stage 2 Completion.

11.2 Independence

Each of the paragraphs and sub-paragraphs of clause 11.1 must be construed independently and no paragraph or sub-paragraph is to be limited by implications arising from any other paragraph or sub-paragraph.

12 Indemnity

Each party indemnifies the other against all loss or damage suffered by the other party arising out of or in connection with:

(a) the failure of a party to observe, perform or comply with any provision of this agreement, the Warrant Terms or the Note Terms; and

(b) any inaccuracy in or breach of any of the representations, warranties and undertakings made by a party in this agreement.

Subscription Agreement           page 25

13 Confidentiality and announcements

13 Confidentiality and announcements

13.1 Confidentiality

Subject always to the ASX Listing Rules and the Corporations Act, each party (recipient) must keep secret and confidential, and must not divulge or disclose any information relating to another party or its business (which is disclosed to the recipient by the other party, its representatives or advisers), including the terms of this agreement other than to the extent that:

(c) the information is in the public domain as at the date of this agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the recipient);

(d) the recipient is required to disclose the information by applicable law or the rules of any recognised stock exchange on which its shares or the shares of any of its related bodies corporate are listed, provided that the recipient has to the extent possible having regard to the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

(e) the disclosure is made by the recipient to its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers to the extent necessary to enable the recipient to conduct its business generally, in which case the recipient must ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person;

(f) the disclosure is required for use in legal proceedings regarding this agreement; or

(g) the party to whom the information relates has consented in writing before the disclosure.

13.2 Extent of obligation

Each recipient must ensure that its directors, officers, employees, agents, representatives, financiers, advisers and related bodies corporate comply in all respects with the recipient’s obligations under clause 13.1.

13.3 Announcements

(a) Neither party will make any public announcements or statements to the media (a Public Release) in relation to this agreement or its subject matter except in accordance with the earlier written approval of the other, which approval will not be unreasonably withheld or delayed. For the purposes of this clause 13.3, a notice of meeting constitutes a Public Release.

(b) Clause 13.3(a) shall not affect any Public Release concerning this agreement or its subject matter if required by:

(1) applicable law or the ASX Listing Rules; or

(2) any Government Agency to which the disclosing party is subject,

in which case the disclosing party shall, prior to making or issuing such Public Release:

Subscription Agreement           page 26

14 Future capital raisings

(3) to the extent permitted by applicable law or the ASX Listing Rules, and insofar as is reasonably practicable, first give notice to the other party of its intention to make such Public Release; and

(4) take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such Public Release with the other party.

14 Future capital raisings

For so long as the Subscriber and its Affiliates (or their respective nominees, brokers or custodians) continuously hold in aggregate 15% or more of the share capital of the Company, on a fully diluted, as-if fully exercised and as-if fully converted basis, the Company agrees to consult in good faith with the Subscriber prior to any future equity or debt offers or issuances (other than those under the Bergen Agreement), regarding the Subscriber’s potential participation in the raising on mutually acceptable, market-based terms and, where reasonably practicable in the circumstances (and subject at all times to the ASX Listing Rules and applicable law), must use its best commercial endeavours to provide the Subscriber with a last right of refusal over the future fund raising on market-based terms.

15 General

15.1 Time of the essence

Time is of the essence as regards any date or period determined under this agreement, except to the extent that any date or period may be altered by agreement between the parties. From the time the agreement to alter the date or period is made, time will be of the essence as regards the date or period as altered.

15.2 Service of Notices

(a) Except for a Warrant Exercise Notice or as otherwise provided for in the Note Terms, a notice may be given by a party to this agreement:

(1) personally;

(2) by leaving it at the other party’s address specified below;

(3) by sending it by prepaid post (airmail if posted to a place outside Australia) addressed to the other party’s address specified below;

(4) by facsimile transmission to the facsimile number specified below; or

(5) by email, at the delivery address specified below.

If the notice is signed, the signature may be original, printed or in digital format.

Company
Address	Level 7, 151 Macquarie Street, Sydney NSW 2000

Subscription Agreement           page 27

15 General

Attention	General Counsel and Company Secretary
Phone	+61 421 056 769
Fax	+61 2 9276 1284
Email	deanne.miller@primabiomed.com.au
Subscriber
Address	500 South Pointe Drive, Suite 220, Miami Beach FL 33139
Attention	Wayne Holman & Kimberly Smith & Christian Sheldon
Phone	+1 305 602 5170
Fax	+1 646 349 4777 & +1 646 607 4778 & +1 212 624 2601
Email	wayne@ridgebackcap.com & kimberly@ridgebackcap.com & chris@ridgebackcap.com
Subscriber (copy)
Address	Kelley Drye & Warren
	101 Park Avenue, New York, NY 10178
Attention	Jane Jablons & Bud Holman
Phone	+1 212 808 7800
Fax	+1 212 808 7897
Email	jjablons@kelleydrye.com & bholman@kelleydrye.com

15.3 Governing law and jurisdiction

(a) This agreement is governed by the laws of New South Wales, Australia.

(b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

15.4 Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(b) Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

Subscription Agreement           page 28

15 General

15.5 Variation

A variation of any term of this agreement must be in writing and signed by the parties.

15.6 Stamp duty

The Company must pay all stamp duty on this agreement and on the purchase and issue of Shares, Warrants and Notes under this agreement, and on any Shares issued as a result of the exercise of a Warrant or Note.

15.7 Costs and expenses

Each party must pay its own costs and expenses in relation to the negotiation, preparation, execution, delivery and registration of this agreement.

15.8 Assignment

Neither party may assign its rights under this agreement unless consented to in writing by the other party and permitted under the terms of the Corporations Act and ASX Listing Rules.

15.9 Survival

Clauses 1, 5.5, 9, 10, 12, 13 and 15 any rights, powers, authorities, discretions, remedies and obligations which arise in respect of a breach of this agreement, survive termination of this agreement.

15.10 Counterparts

This agreement may be executed in one or more counterparts. The agreement will be constituted by all counterparts and will bind a party when a counterpart executed by it is delivered to another party (or its representative) despite any failure by another party to execute a counterpart.

Subscription Agreement           page 29

Schedules

Table of contents

Note Terms	31
Warrant Exercise Notice	32
Warrants Terms	33
Warrant Certificate	36
Capital Structure	37
Information Protocol	38

Subscription Agreement           page 30

Schedule 1

Note Terms

Subscription Agreement           page 31

1 Defined terms

Words and expressions defined in clause 18 have the meanings given to them in that clause when used in these Terms.

2 Form and Face Value

2.1 Form

(a) The Notes are unsecured, non-cumulative, non-redeemable, convertible notes issued under these Terms.

(b) The Holder and transferees are entitled to the benefit of and are bound by the provisions of these Terms.

2.2 Face Value and Issue Price

(a) Each Note has a face value of $1 (Face Value).

(b) Each Note will be issued by the Issuer at an issue price of $1 (the Issue Price). The Issue Price must be paid in full on the Issue Date.

2.3 Certificate

A Certificate will be issued to each Holder in respect of the Holder’s Notes.

2.4 Transfer

(a) The Notes are transferable at the Holder’s absolute discretion, subject always to the Corporations Act and applicable law.

(b) The Issuer must register a transfer of Notes on receipt of a document executed by the transferor and the transferee that constitutes the transfer.

2.5 Quotation

The Notes will not be quoted on ASX.

3 Ranking, security and other indebtedness

3.1 Ranking

(a) The Notes are direct, unsecured and unsubordinated debt obligations of the Issuer and rank without preference or priority among themselves and at least equally with all present and future unsubordinated and unsecured debt obligations of the Issuer (subject to laws and principles of equity generally affecting creditors’ rights).

(b) The ranking of Notes is not affected by the date of registration of any Holder in the Register.

3.2 No Security Interest

Nothing in these Terms creates a Security Interest over any asset of the Issuer.

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4 Interest

4.1 Interest

(a) Each Note bears simple interest on its Face Value from (and including) the Issue Date to (but excluding) the End Date at the Interest Rate.

(b) Interest is payable in arrears on the End Date.

4.2 Calculation of interest

(a) The amount of interest payable on each Note for an Interest Period is calculated according to the formula:

Interest payable = (Interest Rate x Face Value x N) / 365

where:

Interest Rate means 3.00 per cent per annum.

N means the number of days in the Interest Period.

(b) All calculations of interest will be rounded to 2 decimal places. For the purposes of making any interest payment in respect of the Holder’s aggregate holding of Notes, any fraction of a cent will be disregarded.

4.3 Default Interest

If an amount is not paid under these Terms when due, then interest accrues on the unpaid amount (both before and after any demand or judgment) at 6 per cent per annum until the date on which payment is made to the Holder (Default Interest).

4.4 Record Dates

All payments under or in respect of any Note will be made only to the person registered as Holder of that Note on the relevant Record Date.

4.5 Deductions and gross up

(a) Subject to paragraph (b) and clause 4.6, all payments under or in respect of these Terms must be made without set off or counterclaim and free of deduction for or on account of any tax or similar amount.

(b) The Issuer may withhold or deduct from any interest or other amounts payable to the Holder the amount of any Tax which a qualified legal or taxation advisor acceptable to the Holder (acting reasonably) advises the Holder in writing, and on letterhead, that the Issuer is required by law to withhold or deduct in respect of such interest or other amount.

(c) If the Issuer is required by law to withhold or deduct from any amount payable to the Holder the amount of any Tax, the Issuer will pay such additional amounts to the Holder as are necessary to ensure that the Holder receives, in total, an amount equal to the amount that it would have received if no such withholding or deduction had been required.

(d) The Issuer will pay the full amount required to be deducted to the relevant revenue authority within the time allowed for such payment without incurring penalty under the applicable law and will, if required by any Holder, deliver to that Holder a copy of the relevant receipt issued by the revenue authority without unreasonable delay after it is received by the Issuer.

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4.6 Set off

A Holder may set off any amounts owing by it to the Issuer against Claims owing by the Issuer to the Holder.

4.7 Method of payment

Any amount which is payable to the Holder in respect Notes will, unless the Issuer and Holder otherwise agree, be paid by direct credit into an account nominated by the Holder at a financial institution. If the Holder fails to nominate such an account, the amount may be deposited by the Issuer in an interest bearing bank account in the Issuer’s name established for the purpose and held by the Issuer until the Holder nominates an account, with such interest accruing to the Holder.

5 Holder Conversion rights

5.1 Conversion Notice – Conversion

Subject to clause 5.2, the Holder may, by giving a Conversion Notice, require Conversion of the Notes held by it. A Conversion Notice may only be given at least 3 months after the Issue Date and at least 15 Business Days prior to the Maturity Date, unless clause 5.3 applies.

5.2 Number of Notes to be Converted

A Conversion Notice issued under clause 5.1 may be in relation to some or all of the Holder’s Notes, subject to the Face Value of the Notes the subject of the Conversion Notice being at least the lesser of $250,000 or the balance of the Holder’s holding of Notes.

5.3 Conversion upon Change of Control Event, Delisting Event or Event of Default

If a Change of Control Event, Delisting Event or Event of Default has occurred, the Holder may require Conversion of all (but not some only) of the Holder’s holding of Notes, by giving a Conversion Notice to the Issuer no later than 15 Business Days after the date of the notice given by the Issuer under clause 7.2 providing notice to the Holder of the occurrence of the relevant event.

5.4 Conversion Date

Conversion must occur 2 Business Days after the date the Conversion Notice is given to the Issuer by the Holder (Conversion Date).

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6 Requirements of Holder Notices

(a) Once given by the Holder, a Holder Repayment Notice or Conversion Notice (Holder Notice) cannot be withdrawn without the written consent of the Issuer.

(b) A Holder Notice must be accompanied by evidence of title reasonably acceptable to the Issuer for the Notes the subject of the Holder Notice and is not taken to be a valid Holder Notice unless and until such evidence is actually received by the Issuer.

(c) A Holder must not deal with, transfer, dispose of or encumber any Notes the subject of a Holder Notice once that Holder Notice has been given.

(d) Where the Issuer has received a valid Conversion Notice in respect of any particular Notes, any Conversion Notice subsequently received will be taken to apply only to Notes which were not the subject of the prior Conversion Notice. The Directors may apply such adjustments (if any) as the Directors consider to be reasonably necessary to reflect this.

7 Repayment and notice obligations

7.1 Mandatory Repayment on Maturity Date

The Issuer must, on the day that is 5 Business Days after the Maturity Date, Repay all (but not some only) of the Notes which are not the subject of a Conversion Notice that it has received.

7.2 Repayment on Change of Control Event, Delisting Event or Event of Default

(a) If a Change of Control Event, Delisting Event or Event of Default has occurred, the Holder may require immediate Repayment of some or all of the Holder’s holding of Notes, in each case, by giving a Holder Repayment Notice to the Issuer no later than 20 Business Days after the date of the notice issued by the Issuer under clause 7.2 specifying such event.

(b) Repayment must occur 5 Business Days after the date of the Holder Repayment Notice given to the Issuer by the Holder.

7.3 Repayment Amount

Where Notes are to be Repaid under these Terms, the Issuer must pay the Holder an amount equal to the Repayment Amount for the relevant Notes on the End Date, plus the Accrued Interest, which for the avoidance of doubt becomes due and payable on the End Date, plus any accrued and unpaid Default Interest.

7.4 Repayment Date

The Notes must be Repaid on the earliest of the dates specified in:

(a) clause 7.1; and

(b) clause 7.2(b),

(the Repayment Date).

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7.5 Notice requirements on Issuer

The Issuer must give written notice to the Holder as soon as reasonably practicable after it becomes aware of the occurrence of:

(a) a Change of Control Event, an Event of Default or a Delisting Event; or

(b) a breach by the Issuer of these Terms.

7.6 Purchase by tender

(a) Subject to compliance with any applicable law or requirement of ASX, the Issuer and any of its Subsidiaries may at any time purchase Notes by tender offer, which must be made available to all Holders on a pro rata basis.

(b) Notes purchased under this clause 7.6 may be held or resold at the discretion of the purchaser and the Notes may also be cancelled at the Issuer’s discretion.

8 Conversion

8.1 Conversion

(a) On Conversion of any Notes, the Issuer must:

(1) redeem each of those Notes for an amount equal to the Repayment Amount; and

(2) apply the whole of the amount payable on redemption by subscribing, on behalf of the Holder, for the number of Ordinary Shares calculated under clause 8.2.

(b) The Holder irrevocably and unconditionally:

(1) acknowledges that compliance with the process set out in clause 8.1(a) is in full and final satisfaction of the Holder’s rights in respect of the relevant Notes (whether as to Face Value, Accrued Interest, Default Interest or otherwise); and

(2) consents to be a member of the Issuer and agrees to be bound by the constitution of the Issuer.

(c) Any issue of Ordinary Shares under this clause 8.1 will have effect on and from, and be deemed to have been made on the Conversion Date.

8.2 Conversion Number

(a) The number of Ordinary Shares to which the Holder is entitled upon Conversion of Notes is determined by the following formula:

Number of Ordinary Shares = ARA / Conversion Price

Where:

ARA means the aggregate of the Repayment Amount of the Notes being converted by the Holder, plus any Accrued Interest and Default Interest (if any) which is due and payable on the Conversion Date.

page 5

Conversion Price $0.02 (2 cents) per Note, which may be subsequently adjusted under this clause 8.

(b) Where the number of Ordinary Shares to be issued to the Holder under clause 8.2(a) includes a fraction, that fraction will be rounded up.

8.3 Adjustments to Conversion Price for rights issues or bonus issues

(a) Subject to paragraphs (b) and (b), if the Issuer makes a rights issue (including an accelerated issue where offers to certain institutional holders, or beneficial holders, are made in advance of offers to other holders) or bonus issue (in either case being a pro rata issue) of Ordinary Shares to holders of Ordinary Shares generally, the Conversion Price will be adjusted immediately using the following formula:

CP = Cpo x 1/P x	(RD x P) + (RN x A)
	(RD + RN)

where:

CP means the Conversion Price applying immediately after the application of this formula;

Cpo means the Conversion Price applying immediately before the application of this formula;

P means the VWAP during the period from (and including) the first Business Day after the announcement of the rights or bonus issue to ASX up to (and including) the last Business Day of trading cum rights or bonus issue (or if there is no period of cum rights or bonus issue trading, an amount reasonably determined by the Directors and agreed by the Holder as representing the value of an Ordinary Share cum the rights or bonus issue);

RD means the number of Ordinary Shares on issue immediately before the issue of new Ordinary Shares under the rights or bonus issue;

RN means the number of Ordinary Shares issued under the rights or bonus issue; and

A means the subscription price per Ordinary Share for a rights issue (and is zero in the case of a bonus issue).

(b) No adjustment to the Conversion Price will occur if A exceeds P.

(c) Paragraph 8.1(a) does not apply to Ordinary Shares issued as part of a bonus share plan, share top up plan, share purchase plan, dividend reinvestment plan, an employee or executive share plan or executive option plan.

(d) For the purpose of this clause 8.3, an issue will be regarded as a pro rata issue notwithstanding that the Issuer does not make offers to some or all holders of Ordinary Shares with registered addresses outside Australia.

8.4 Adjustments to Conversion Price for off market buy-backs

(a) Subject to paragraph (b), if the Issuer undertakes an off market buy-back under a buy-back scheme which but for any applicable restrictions on transfer would be generally available to holders of Ordinary Shares (or otherwise cancels Ordinary Shares for consideration), the Conversion Price will be adjusted immediately using the following formula:

page 6

CP = Cpo x 1/P x	(BD x P) – (BN x A)
	(BD – BN)

where:

CP means the Conversion Price applying immediately after the application of this formula;

Cpo means the Conversion Price applying immediately before the application of this formula; P means the VWAP during the 20 Business Days before the announcement to ASX of the buy-back (or cancellation);

BD means the number of Ordinary Shares on issue immediately before the buy-back (or cancellation);

BN means the number of Ordinary Shares bought back (or cancelled); and

A means the buy-back (or cancellation) price per Ordinary Share.

(b) No adjustment to the Conversion Price will occur if P exceeds A.

8.5 Adjustment to Conversion Price for issues at less than current market price

If the Issuer issues (otherwise than as mentioned in 8.3 above or 8.6 below or in the case of a rights issue) wholly for cash, non-cash consideration or for no consideration, a number of Ordinary Shares (excluding Ordinary Shares issued on conversion of the Notes or on the exercise of any rights of conversion into, or exchange or subscription for or purchase of, Ordinary Shares) during any 12 month period amounting to in excess of 5 per cent of the Issuer’s issued capital on issue as at the date of announcement of that issue, at a price per Ordinary Share which is less than 95 per cent of the VWAP during the 5 Business Days immediately preceding the date of the first public announcement of the terms of such issue or grant, the Conversion Price will be adjusted immediately using the following formula:

CP = Cpo x 1/P x	(RD x P) + (RN x A)
	(RD + RN)

where:

CP means the Conversion Price applying immediately after the application of this formula;

Cpo means the Conversion Price applying immediately before the application of this formula;

P means the VWAP during the 5 consecutive Business Days up to the announcement of the terms of such issue or grant to ASX;

RD means the number of Ordinary Shares on issue immediately before the issue of new Ordinary Shares under such issue or grant;

RN means the number of Ordinary Shares issued at a price per Ordinary Share which is less than 95 per cent of the VWAP during the 5 Business Days immediately preceding the date of the first public announcement of the terms of such issue or grant; and

A means the subscription price per Ordinary Share for the issue (or, in the case of Ordinary Shares issued for non-cash consideration, the attributable issue price per Ordinary Share).

page 7

8.6 Adjustment to Conversion Price for issues under a share purchase plan or dividend reinvestment plan at a discount

If and whenever the Issuer issues new Ordinary Shares under a share purchase plan or dividend reinvestment plan where the pricing of new Ordinary Shares under that plan is less than 95 per cent of the VWAP during the 5 Business Days immediately preceding the date of the first public announcement of the terms of such issue or grant, the Conversion Price will be adjusted immediately using the following formula:

CP = Cpo x	RD + ((1-D) x RN)
	(RD + RN)

where:

CP means the Conversion Price applying immediately after the application of this formula;

Cpo means the Conversion Price applying immediately before the application of this formula;

RD means the number of Ordinary Shares on issue immediately before the issue of new Ordinary Shares under the share purchase plan or dividend reinvestment plan;

RN means the number of Ordinary Shares issued under the plan; and

D means the discount to the VWAP at which new Ordinary Shares are issued under the plan.

8.7 Adjustment to Conversion Price for return of capital or dividend

If the Issuer makes a pro rata return of capital to holders of Ordinary Shares without cancellation of any Ordinary Shares or pays a dividend to holders of Ordinary Shares, the Conversion Price will be adjusted under the following formula:

CP = Cpo x	P – C
	P

where:

CP means the Conversion Price applying immediately after the application of this formula;

Cpo means the Conversion Price applying immediately before the application of this formula;

P means the VWAP during the period from (and including) the first Business Day after the announcement to ASX of the return of capital or dividend up to and including the last Business Day of trading cum the return of capital or dividend (or if there is no period of cum return of capital or dividend trading, an amount reasonably determined by the Directors and agreed by the Holder as representing the value of an Ordinary Share cum the return of capital or dividend); and

C means with respect to a return of capital or dividend, the amount of the cash and/or the value (as reasonably determined by the Directors) of any other property distributed to holders of Ordinary Shares per Ordinary Share (or such lesser amount such that the difference between P and C is greater than zero).

page 8

8.8 Other adjustments to Conversion Price

Where the Ordinary Shares are reconstructed, consolidated, divided or reclassified into a lesser or greater number of securities where the effect of any of the adjustment provisions set out in clauses 8.3 to 8.7 is not appropriate in any particular circumstances, the Conversion Price shall be adjusted by the Issuer as it reasonably considers appropriate, having first obtained a letter from an organisation independent to the Issuer and acceptable to the Holder (acting reasonably) with expertise in Australian financial market products which states that it considers the adjustment appropriate in all the circumstances. No adjustment is to be made where the Issuer adjusts or changes its ratio of ADS to Ordinary Shares for the purposes of trading ADRs on NASDAQ.

8.9 Deemed amendment

Any adjustment of the Conversion Price under this clause 8 will be taken to be an amendment to these Terms and will be binding on all Holders and these Terms will be construed accordingly. Any such adjustment will promptly be notified to the Holder.

8.10 On-market buy-backs

No adjustment to the Conversion Price will occur as a result of an on-market buyback of Ordinary Shares.

9 Transactions

Subject to clauses 10 and 12.1, the Issuer may enter into or vary any borrowing, other financial accommodation, guarantee and indemnity and may acquire, dispose of, create any security interest over or otherwise deal with any assets without requiring any consents from the Holder.

10 Negative pledges

So long as not less than $1,000,000 (or, in the case of clauses 10(d) and 10(j), not less than $2,000,000) of the aggregate principal amount of the Notes remain outstanding, the Issuer will not, and must procure that each Subsidiary does not, without the prior written consent of the Holder (not to be unreasonably withheld or delayed):

(a) incur any Financial Indebtedness, in excess of that existing at the Issue Date, for borrowed money aggregating more than $2,000,000; or

(b) create, and will ensure that none of its Subsidiaries will create or permit to create, upon the whole or any part of its present or future property or assets, any Security Interest to secure any Financial Indebtedness or to secure any guarantee of or indemnity in respect of any Financial Indebtedness;

(c) become subject to an Insolvency Event;

(d) sell, lease, transfer, exchange, exclusively license, or otherwise dispose, in a single transaction or series of related transactions, of assets (other than in the ordinary course of business) resulting in a change with an aggregate value (including any prior transactions) of more than 15% of the Issuer’s consolidated total assets or equity interests;

page 9

(e) sell or otherwise dispose of a material Subsidiary;

(f) pay, make or declare any dividend or other distribution other than by a Subsidiary of the Issuer to another Subsidiary or to the Issuer;

(g) cease to carry on, or suspend operation of its, business;

(h) take any action which constitutes or results in any material and significant alteration to the nature of its business;

(i) enter into any arrangement or agreement with a Related Party (as defined in Chapter 2E of the Corporations Act) except on terms which are no less favourable to it than arm’s length terms or otherwise are approved by the Issuer’s shareholders in accordance with Chapter 2E of the Corporations Act;

(j) enter into any transaction or series of related transactions including, without limitation, any share acquisition, reorganization, merger or consolidation (but excluding any issuance or sale by the Issuer of shares solely for capital raising purposes) in which the Issuer is a constituent party, except any such merger or consolidation involving the Issuer or a Subsidiary in which the shares of the Issuer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the issued capital of

(1) the surviving or resulting corporation; or

(2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation,

provided that, for the purpose of this clause 10(j), all Ordinary Shares issuable upon exercise of options outstanding immediately prior to such merger or consolidation or upon conversion of convertible securities outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding Ordinary Shares are converted or exchanged.

11 Enforcement

11.1 Events of Default

Each of the following is an Event of Default:

(a) (Non-payment) the Issuer fails to pay any amount payable by it under any Note within 5 Business Days after the date on which the payment is due;

(b) (Non-delivery) the Issuer fails to issue Ordinary Shares on Conversion in accordance with these Terms within 2 Business Days after the date on which such issue is to be made;

(c) (Breach of other obligations) the Issuer fails to comply with any of its other material obligations under the Terms and such failure remains unremedied for a period of 10 Business Days after the Issuer has received written notice in respect of the failure;

page 10

(d) (Cross default) any Financial Indebtedness of the Issuer greater than $2,000,000 (or its equivalent in any other currencies) becomes due and payable before its stated maturity due to the occurrence of a default event under the terms of that Financial Indebtedness (however described);

(e) (Insolvency) an Insolvency Event occurs in respect of the Issuer or a material Subsidiary of the Issuer;

(f) (Vitiation) all or any material rights or obligations of the Issuer or Holder under these Terms are terminated or are or become void, illegal, invalid, unenforceable or of limited force and effect; and

(g) (Unlawfulness) it is, at any time unlawful for the Issuer to perform any of its payment obligations under the Notes.

11.2 Consequences of Event of Default

After the occurrence of an Event of Default, and at any time while that Event of Default subsists, the Holder may by notice in writing to the Issuer, exercise all or any of its powers to enforce its rights under these Terms.

12 General

12.1 Issue of additional equity or debt securities

Subject to clause 10, the Issuer may from time to time without the consent of the Holder create and issue further Notes, any class of share capital or other equity or debt securities and create, issue, secure or guarantee any indebtedness upon such terms, including as to return of contribution or repayment in a Winding Up, as the Issuer may think fit (whether ranking ahead, behind or equally with the Claims of the Holder) but while any Notes are on issue, may not issue further debt securities convertible into Ordinary Shares which would rank ahead of the Notes or which would rank equally with the Notes where the holders of those securities would have the benefit of a Security Interest.

12.2 Voting rights

The Holder may attend, but not vote, at meetings of members of the Issuer unless otherwise provided for by the ASX Listing Rules or the Corporations Act.

12.3 Ranking of Ordinary Shares

Each Ordinary Share issued or delivered on Conversion will:

(a) be issued fully paid and free and clear of all encumbrances;

(b) be freely transferrable by the Holder and the Issuer must do all things and lodge all documents required under the Corporations Act and ASX Listing Rules in order to comply with this obligation; and

(c) on and from its issue, rank equally in all respects with Ordinary Shares, except that they will not be entitled to any dividend or any other distribution or entitlement that has not been paid as at the Conversion Date but for which the Record Date was prior to the Conversion Date.

page 11

12.4 Participation in new issues

The Notes themselves confer no rights to subscribe for new securities in the Issuer, and the Holder acknowledges and agrees that the Issuer is free to issue further Notes or other securities (and to buy back or otherwise acquire Notes or other securities) without further reference to the Holder (except in circumstances where the Issuer has otherwise agreed to refer to the Holder in respect of further issues of Notes or other securities).

12.5 Reporting requirements

In addition to any requirements of the Corporations Act and the ASX Listing Rules, each Holder (if requested by that Holder) will be provided with copies of all annual and half-yearly reports and financial statements provided to holders of Ordinary Shares.

12.6 Delivery of Ordinary Shares and payments to the Holder

(a) Ordinary Shares which are to be issued or transferred to the Holder upon Conversion are to be registered in the name of the Holder and a holding statement in respect of those Ordinary Shares is to be sent to the Holder (at its registered address).

(b) Any amount (including for the avoidance of doubt any amount payable on Repayment) which is payable to the Holder in respect of Notes is to be paid in the manner provided in clause 4.7.

13 GST

13.1 Definitions

Words used in this clause 13 which have a defined meaning in the GST Act have the same meaning as in the GST Act unless the context indicates otherwise.

13.2 GST

(a) Unless otherwise expressly stated, all consideration to be provided under any provision of these Terms is exclusive of GST.

(b) If GST is payable by a party (Supplier) (or the representative member of a GST Group to which the Supplier belongs) on a supply that it makes under or in connection with these Terms, the party that is required to provide consideration for that supply (Recipient) must pay to the Supplier an additional amount equal to that GST (GST Amount). The Recipient must pay the GST Amount at the same time as the consideration to which it is referable.

(c) If the GST Amount recovered by the Supplier from the Recipient under clause 13.2(b) for a supply differs for any reason from the amount of GST paid or payable on that supply, then the Recipient must pay to the Supplier on demand (or the Supplier credit the Recipient with) the amount of that difference. If any adjustment event occurs in relation to a supply, the Supplier must give the Recipient an adjustment note within 7 days after the date of the adjustment event.

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13.3 Tax invoices

The Supplier must issue a tax invoice to the Recipient of a supply to which clause 13.2(b) applies no later than 7 days following payment of the GST inclusive consideration for that supply under that clause.

13.4 Reimbursements

If either party is entitled under these Terms to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with these Terms, the reimbursement or indemnity payment will be limited to the total amount of the cost or expense less any input tax credit to which an entity for an acquisition to which the amount relates.

14 Certificate and Register

14.1 Certificate

(a) Upon registration of a transfer of Notes, the Issuer must cancel the Certificate in respect of those Notes and re-issue a Certificate in respect of the Notes to the transferee.

(b) Upon Repayment or Conversion of Notes, the Issuer must cancel the Certificate in respect of those Notes.

14.2 Maintenance of Register

The Issuer must prepare and maintain a Register which contains all usual and proper information relating to the Notes including, without limitation:

(a) the name and address of each holder of Notes;

(b) the number and Face Value of Notes issued by the Issuer;

(c) whether Notes held by or on behalf of any noteholder have been repaid, converted or transferred;

(d) the date of issue, transfer, repayment or conversion of each Note; and

(e) the number of each Certificate.

14.3 Effect of inscription

(a) Each inscription in the Register is sufficient and conclusive evidence to all persons and for all purposes that the person whose name is so inscribed is the registered holder of the Note, except in the case of manifest error, fraud or a breach by the Issuer of its obligations under the Terms.

(b) The Issuer must, if directed by the Holder, record on the Register that the Holder (or nominee) holds its Notes as trustee or custodian for another party.

14.4 Inspection

The Issuer must make the Register available for inspection by the Holder during business hours and as otherwise required by the Corporations Act.

page 13

14.5 Replacement

If any Certificate:

(a) becomes worn out or defaced, the Issuer must upon the Certificate being provided to the Issuer and upon request by the Holder, cancel the Certificate and issue a replacement Certificate to the Holder; and

(b) is lost or destroyed, the Issuer must upon request by the Holder, cancel the Certificate and issue a replacement Certificate to the Holder.

15 Notices

15.1 Service of notices

(a) A notice may be given by the Issuer to any Holder, or in the case of joint Holders to the Holder whose name appears first in the Register:

(1) personally;

(2) by leaving it at the Holder’s address noted in the Register or by sending it by prepaid post (airmail if posted to a place outside Australia) addressed to the Holder’s address noted in the Register;

(3) by facsimile transmission to the facsimile number nominated by the Holder; or

(4) by email, at the delivery address nominated by the Holder.

If the notice is signed, the signature may be original, printed or in digital format.

(b) A notice given by the Holder to the Issuer must:

(1) be in writing and signed by a person duly authorised by the sender; and

(2) be left at, or sent by prepaid post (airmail if posted from a place outside Australia) to the address below or the address last notified by the Issuer, or sent by a facsimile or electronic mail transmission to the fax number or email address below or the number or address last notified by the Issuer:

The Issuer

Prima Biomed Ltd

Level 7, 151 Macquarie Street

Sydney NSW 2000

Attention: Company Secretary

Fax number: +61 2 9276 1284

Email: deannne.miller@primabiomed.com.au

If the notice is signed, the signature may be original, printed or in digital format.

15.2 When notice considered to be received

Any notice is taken to be received:

(a) if served personally or left at the intended recipient’s address, when delivered;

page 14

(b) if sent by prepaid post, on the third Business Day (or, if posted to or from a place outside Australia, the seventh day) after the date of posting;

(c) if sent by facsimile, on production of a report by the machine indicating that the transmission has been made in its entirety to the correct fax number; and

(d) if sent by electronic mail, 24 hours after being sent by the sender, unless the sender receives an error message or out of office message in response to its electronic mail, in which case notice is not taken to be received,

but if the result is that a notice would be taken to be given or made on a day that is not a Business Day it will be taken to have been duly given or made at the commencement of business on the next business day in that place.

15.3 Notice to transferor binds transferee

Every person who, by operation of law, transfer or any other means, becomes entitled to be registered as the Holder of any Note is bound by every notice which, prior to the person’s name and address being entered in the Register in respect of the Notes, was properly given to the person from whom the person derived title to those Notes.

15.4 Service on deceased Holder

A notice served in accordance with this clause 13 is (despite the fact that the Holder is then deceased and whether or not the Issuer has notice of the Holder’s death) considered to have been properly served in respect of any Notes, whether held solely or jointly with other persons by the Holder, until some other person is registered in the Holder’s place as the Holder or joint Holder. The service is sufficient service of the notice or document on the Holder’s personal representative and any persons jointly interested with the Holder in the Notes.

16 Amendments to these Terms

16.1 Amendment without consent

At any time, but subject to compliance with the Corporations Act and all other applicable laws, the Issuer may in accordance with these Terms, without the consent of the Holder, amend these Terms if the Issuer is of the opinion that such amendment is of a formal or technical nature or is made to correct a manifest error and the Issuer has provided the Holder with a legal opinion in form and substance satisfactory to the Holder (acting reasonably) addressed to or otherwise able to be relied on by the Holder from legal advisers of recognised standing in New South Wales acceptable to the Holder (acting reasonably) opining that such amendment (taken as a whole and in conjunction with all other modifications, if any, to be made contemporaneously with that modification) is otherwise not prejudicial in any way to the interests of the Holder.

16.2 Amendment with consent

At any time, but subject to clause 16.1 and compliance with the Corporations Act and all other applicable laws, the Issuer may amend these Terms if such amendment is approved by a Holder Resolution.

page 15

17 Governing law and jurisdiction

17.1 Governing law

The Notes and these Terms are governed by the laws of New South Wales, Australia.

17.2 Jurisdiction

The Issuer and each Holder submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales in connection with matters concerning the Notes or these Terms.

18 Interpretation and Definitions

18.1 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply in the interpretation of these Terms unless the context requires otherwise:

(a) Unless otherwise specified, the Directors may exercise all powers of the Issuer under these Terms as are not, by the Corporations Act or by the constitution of the Issuer required to be exercised by the Issuer in a general meeting.

(b) Notices may be given by the Issuer to the Holder in the manner prescribed by the these Terms.

(c) If a calculation is required under these Terms, unless the contrary intention is expressed, the calculation will be rounded to 2 decimal places. For the purposes of making any payment in respect of the Holder’s aggregate holding of Notes, any fraction of a cent will be disregarded. For the purposes of issuing or transferring Ordinary Shares in respect of the Holder’s aggregate holding of Notes, any fraction of an Ordinary Share will be rounded up.

(d) Calculations, elections and determinations made by the Issuer under these Terms are binding on the Holder in the absence of manifest error.

(e) A reference to $ or cents in these Terms is a reference to Australian currency. A reference to time in these Terms is a reference to Sydney time.

(f) The terms ‘associate’, ‘relevant interest’, ‘scheme of arrangement’ and ‘takeover bid’ when used in these Terms have the meaning given in the Corporations Act.

(g) A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.

(h) If an event under these Terms must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business Day.

(i) If a term is given a defined meaning, different grammatical forms of the term have corresponding meanings.

(j) The singular includes the plural and the converse.

page 16

18.2 Definitions

The following expressions have the following meanings in these Terms.

Term	Meaning
Accrued Interest	at any time, interest which has accrued under clause 4.1(a).
ASX	ASX Limited (ABN 98 008 624 691) or the securities exchange operated by ASX Limited, as the context requires.
ASX Listing Rules	the listing rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
ASX Operating Rules	the operating rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Business Day	a day on which banks are open for business in Sydney, Australia, which is not a Saturday, Sunday or public holiday.
Certificate	a certificate in the form set out in Schedule 1.
Change of Control Event	each of:
	1	a takeover bid is made to acquire all of the Ordinary Shares and the offer under the takeover bid is, or becomes, unconditional and:
		•	the bidder has acquired at any time during the offer period (or after the close of the offer period) a relevant interest in more than 50 per cent of the Ordinary Shares on issue; or
		•	the directors of the Issuer unanimously recommend acceptance of the offer under the takeover bid, and acceptance of that offer would result in the bidder having a relevant interest in 100 per cent of the Ordinary Shares on issue; and
	2	a court approves a proposed scheme of arrangement which, when implemented, will result in a person having a relevant interest in 100 per cent of the Ordinary Shares on issue (where the requisite shareholder approval has also been obtained).
Claim	in respect of any person, any claim, action, demand, suit or proceeding for damages or other monetary compensation, debt, restitution, equitable compensation, account, injunction, specific performance or other remedy that person has or may have, whether under contract, statute or otherwise, against the Issuer.

page 17

Term	Meaning
Conversion	the Holder ceasing to hold Notes and receiving Ordinary Shares in accordance with clause 8.1, and Convert and Converted have corresponding meanings.
Conversion Date	has the meaning given in clause 5.4.
Conversion Notice	a Conversion Notice given by the Holder under clause 5.1 or clause 5.3 in the form set out at Schedule 2.
Conversion Price	has the meaning given in clause 8.2(a).
Corporations Act	the Corporations Act 2001 (Cth).
Default Interest	has the meaning given in clause 4.3.
Delisting Event	1	Ordinary Shares are no longer quoted on ASX; or
	2	Ordinary Shares are suspended from trading on ASX for a period of 20 consecutive Business Days,
	in any case, other than as a result (directly or indirectly) of a Change of Control Event.
Director	a director of the Issuer.
End Date	the date which is the earlier to occur of the Maturity Date and the Repayment Date.
Event of Default	has the meaning given in clause 11.1.
Face Value	has the meaning given in clause 2.2(a).
Financial Indebtedness	means any indebtedness, present or future, actual or contingent, in relation to money borrowed or raised by the Issuer or any Subsidiary.
Governmental Agency	a government or a governmental, semi-government, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

page 18

Term	Meaning
GST	goods and services tax or similar value added tax levied or imposed in Australia under the GST Law (as defined in the GST Act) or otherwise on a supply.
GST Act	A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Holder	a person whose name is for the time being registered in the Register as the holder of Notes.
Holder Notice	a Conversion Notice or a Holder Repayment Notice.
Holder Repayment Notice	a notice given by the Holder to the Issuer to Repay Notes under clause 7.2 in the form as set out in Schedule 3.
Holder Resolution	a resolution in writing signed by Holders who hold more than 90 per cent in terms of aggregate Face Value of the Notes on issue which resolution may be contained in one document or in several documents in like form each signed by one or more Holders, but only if a copy of the resolution has been delivered to all persons who would otherwise be entitled to receive notice of a meeting and in like form).
Insolvency Event	occurs in relation to a body corporate if:
	1     it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or
	2     it has a controller (as defined in the Corporations Act) appointed, or is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property; or
	3     it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the creditors); or
	4     an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of 1, 2 or 3 above; or
	5     it is taken (under section 459(F)(1) of the Corporations Act) to have failed to comply with a statutory demand; or
	6     it is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement from which a creditor reasonably deduces it is so subject); or

page 19

Term	Meaning
	7     it is otherwise unable to pay its debts when they fall due; or
	8     something having a substantially similar effect to 1 to 7 happens in connection with it under the law of any jurisdiction.
Interest Period	in relation to a Note:
	1     the period from (and including) the Issue Date to (but excluding) the date that is 12 months from the Issue Date (First Interest Period Date); and
	2     subsequently, each 12 month period from the First Interest Period Date to the earlier of the next 12 month anniversary and the End Date.
Interest Rate	3% per annum.
Issue Date	in relation to the Notes, the date on which the Notes are issued, which is expected to be on or around 30 June 2015.
Issue Price	has the meaning given in clause 2.2(b).
Issuer	Prima Biomed Limited (ABN 90 009 237 889).
Maturity Date	the date that is 10 years from the Issue Date, or such other date agreed in writing between the Issuer and the Holder.
Notes	as described in clause 2.1.
Ordinary Share	an ordinary fully paid share in the capital of the Issuer.
Record Date	in relation to any payment to be made under or in respect of the Notes, 7:00pm (Sydney time) on the date which is 20 Business Days before the due date for payment.
Register	the register of Holders as provided for in clause 14.2.
Repayment	the repayment of Notes in accordance with clause 7, and Repaid and Repay have corresponding meanings.

page 20

Term	Meaning
Repayment Amount	an amount equal to the Face Value.
Repayment Date	has the meaning given in clause 7.4.
Security Interest	any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind and includes:
	1	any right of or arrangement with any creditors to have a claim satisfied in priority to other creditors with or from the proceeds of any asset; and
	2	retention of title (other than in the ordinary course of day-to-day trading) and a deposit of money by way of security.
Subsidiary	has the meaning given in the Corporations Act, but an entity will also be taken to be a Subsidiary of an entity if it is controlled by that entity (expressions used in this definition have the meanings given for the purposes of Chapter 2M of the Corporations Act) and, without limitation:
	1	a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and
	2	an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation.
Tax	any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a Governmental Agency, and any related interest, penalty, charge, fee or other amount. It includes GST.
Tax Act	1	the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) as the case may be, as amended, and a reference to any section of the Income Tax Assessment Act 1936 (Cth) includes a reference to that section as rewritten in the Income Tax Assessment Act 1997 (Cth); and
	2	any other statute setting the rate of income tax payable and any regulation promulgated thereunder.
Terms	these terms of issue for the Notes.
VWAP	the average of the daily volume weighted average sale prices of Ordinary Shares sold on ASX during the period specified in these Terms on which Ordinary Shares were trading on ASX, excluding any transaction defined in the ASX Operating Rules as ‘special’, crossings prior to the commencement of normal trading, crossings during the after hours adjust phase and any overseas trades or exchange traded option exercises, subject to the following adjustments:

page 21

Term	Meaning
	1	where, on some or all of the Business Days in the relevant period, Ordinary Shares have been quoted on ASX as cum dividend or cum any other distribution or entitlement which is not extended to the Holder, and the Notes will convert into Ordinary Shares after the date those Ordinary Shares no longer carry that entitlement, then the VWAP on the Business Days on which those shares have been quoted cum dividend, or cum any other distribution or entitlement will be reduced by an amount (Cum Value) equal to:
		•	in the case of a dividend or other distribution, the amount of that dividend or distribution. No value is included for any franking credits;
		•	in the case of an entitlement which is traded on ASX on any of those Business Days, the volume weighted average price of all such entitlements sold on ASX during the relevant period on the Business Days on which those entitlements were traded; or
		•	in the case of an entitlement not traded on ASX during the relevant period, the value of the entitlement as reasonably determined by the Directors; and
	2	where, on some or all of the Business Days in the relevant period, Ordinary Shares have been quoted ex dividend, ex distribution or ex-entitlement, and the Notes will convert into Ordinary Shares which would be entitled to receive the relevant dividend, distribution or entitlement, the VWAP on the Business Days on which those Ordinary Shares have been quoted ex dividend, ex distribution or ex entitlement will be increased by the Cum Value.
Winding Up	in respect of a person the appointment of a liquidator or provisional liquidator of that person (and where the appointment is made by a court, by a court of competent jurisdiction in Australia).

page 22

Schedule 1

Certificate

Convertible Note Certificate

Certificate Number: [insert number]

Prima Biomed Ltd

Level 7, 151 Macquarie Street

Sydney NSW 2000

(the Company)

THIS IS TO CERTIFY that [insert name, ACN or ABN (if any) and address] (the Noteholder) is the registered holder of [insert number] Notes with a face value of $1.00 each issued by the Company on [insert date].

Capitalised terms used but not defined in this certificate have the same meaning as defined in the terms of issue of the Notes.

Signed, sealed and delivered by

Prima Biomed Ltd

by

sign here ▶
	Company Secretary/Director
print name
sign here ▶
	Director
print name

This certificate must be surrendered to the Company on transfer, Conversion or Repayment by the Company of any Note represented by it.

Convertible Notes - Terms of Issue           page 23

Schedule 2 Form of Conversion Notice

Schedule 2

Form of Conversion Notice

To:	The Directors
	Prima Biomed Limited
	Level 7, 151 Macquarie Street
	Sydney NSW 2000
	(the Company)

I/We refer to the terms of issue of the Notes constituting the Notes between the Holder and the Company (the Terms).

Capitalised terms used but not defined in this notice have the meanings given in the Terms.

We, being the Holder of [insert number] Notes (or on whose behalf the Notes are held), hereby exercise our right under the Terms to require the Company to Convert [insert number] Notes on [insert date] into Ordinary Shares at the Conversion Price of [insert price] in accordance with clause 8.2 of the Terms.

The original Certificate is enclosed.

[Insert execution block]

Dated: [*]

Convertible Notes - Terms of Issue           page 24

Schedule 3 Form of Holder Repayment Notice

Schedule 3

Form of Holder Repayment Notice

To:	The Directors
	Prima Biomed Limited
	Level 7, 151 Macquarie Street
	Sydney NSW 2000
	(the Company)

I/We refer to the terms of issue of the Notes constituting the Notes between the Holder and the Company (the Terms).

Capitalised terms used but not defined in this notice have the meanings given in the Terms.

We, being the Holder of [insert number] Notes (or on whose behalf the Notes are held), hereby exercise our right under the Terms to require the Company to Repay [insert number] Notes.

The Company must pay [insert amount], being the Repayment Amount, in immediately available and freely transferable funds by direct credit into [insert account details] on [insert] in accordance with the Terms.

The original Certificate is enclosed.

[Insert execution block]

Dated: [*]

Convertible Notes - Terms of Issue           page 25

Schedule 2

Warrant Exercise Notice

To: Prima Biomed Ltd (Company)

In accordance with the subscription agreement dated [insert date] and made between the Company and Ridgeback Capital Investments L.P. (Subscriber) (Agreement), the Subscriber:

(a) irrevocably notifies you that the Subscriber exercises its rights under the Agreement to exercise [insert number] of [Initial Warrants / Coverage Warrants] by giving this notice to the Company under clause 6.3 and encloses the documents required under that clause;

(b) requires you to issue [insert] Shares to the Subscriber for the [Initial Warrant Exercise Price / Coverage Warrant Exercise Price] on the terms of the Agreement;

(c) agrees to hold all Shares issued to it on and subject to the provisions of the Constitution; and

(d) undertakes to pay to the Company the Settlement Price in Immediately Available Funds, or by means of cashless exercise.

Terms which are used in this notice and have a defined meaning in the Agreement have that meaning in this notice.

Dated:

Signed by

Ridgeback Capital Investments L.P. by its general partner Ridgeback

Capital Management L.P.

by

sign here ▶
	Authorised Representative
print name

Subscription Agreement           page 32

Schedule 3

Warrants Terms

TERMS AND CONDITIONS OF UNLISTED WARRANTS

(a) Each warrant (Warrant) issued by Prima Biomed Ltd (PRR or Company) on these terms and conditions entitles its holder (Warrantholder) to the issue of one (1) fully paid ordinary share in the capital of the Company (Share) upon delivery of a Warrant Exercise Notice and payment of the Initial Warrant Exercise Price or Coverage Warrant Exercise Price (as defined below) at any time following issue of the Warrant but before 5.00pm (Australian Eastern Standard Time) on the relevant Warrant Expiry Date (the Exercise Period).

(b) Capitalised terms used but not defined in these Warrant Terms have the same meaning as defined in the subscription agreement between the Company and Ridgeback Capital Investments L.P. dated 14 May 2015 (Agreement).

(c) A Warrantholder may exercise Warrants at any time during the Exercise Period.

(d) The Warrant Exercise Price equals:

(1) in respect of the Initial Warrants, the Initial Warrant Exercise Price, being $0.025 (2.5 cents); and

(2) in respect of each of the Coverage Warrants, the Coverage Warrant Exercise Price, being $0.0237 (2.37 cents).

(e) The Initial Warrants and Coverage Warrants comprise the Warrants for the purposes of these terms.

(f) The Warrants are assignable and transferrable.

(g) The Warrants may be exercised by the Subscriber at any time prior to the relevant Warrant Expiry Date by delivering to the Company a Warrant Exercise Notice duly executed by the Subscriber (together with the relevant Warrant Certificate), specifying the number of Warrants being exercised, which number must be an integral multiple of 50,000, or whatever number of Warrants remain if there are less than 50,000 (the Relevant Number) and either:

(1) paying to the Company in Immediately Available Funds, upon the date of the issue of Shares in connection with the exercise of the relevant Warrants, an amount equal to the Initial Warrant Exercise Price or Coverage Warrant Exercise Price (as applicable) multiplied by the Relevant Number (the Settlement Price); or

(2) via cashless exercise, in which case the Subscriber will be issued such number of Shares (including fractions for the purposes of the calculation) calculated according to the following formula:

(A-B) * X / A

where:

• A equals the closing price of Shares on ASX on the Trading Day immediately preceding the date of delivery of the Warrant Exercise Notice; and

Subscription Agreement           page 33

Schedule 3 Warrants Terms

• B equals the applicable Warrant Exercise Price; and

• X equals the number of Shares issuable on exercise of the Warrant, assuming the Warrant was issued for cash.

(h) The Company must comply with clause 2 of the Agreement on valid exercise of Warrants.

(i) The Warrantholder must, upon the same Business Day as the issue of Shares under exercise of Warrants, pay the Settlement Price to the Company in immediately available funds, or by means of cashless exercise.

(j) The Initial Warrants expire on the Initial Warrant Expiry Date and the Coverage Warrants expire on the Coverage Warrant Expiry Date.

(k) If any Initial Warrants are not exercised on or before the Initial Warrant Expiry Date, those Initial Warrants will be automatically exercised via cashless exercise.

(l) If any Coverage Warrants are not exercised before the Coverage Warrant Expiry Date, those Coverage Warrants will be automatically exercised via cashless exercise.

(m) Until the exercise or expiry of all of the Warrants, the Company will:

(1) give the Warrantholder notice of all general meetings of the Company and of all resolutions to be considered at those meetings at the same time the shareholders of the Company are issued with such notices; and

(2) not do anything by way of altering its constitution or otherwise which has the effect of changing or converting any Shares into shares of another class, or restricts the Company’s ability to issue Shares on the exercise of Warrants.

(n) Until the exercise or expiry of all of the Warrants, the Company must ensure that the Warrantholder is given at least 10 Business Days written notice prior to the Record Date in relation to any pro-rata issue of shares or rights to subscribe for shares issued or to be issued by the Company (Additional Rights).

(o) A Warrant does not confer any rights to dividends.

(p) A Warrant does not confer any right on the Warrantholder to participate in a new issue without exercising the Warrant.

(q) The Warrantholder will be entitled to participate in any rights to take up Additional Rights on the same terms and conditions as applicable to the other offerees or shareholders of the Company provided that the Warrantholder has exercised any Warrant prior to the Record Date for the relevant offer.

(r) Any Shares issued to the Warrantholder as a result of the exercise of a Warrant will rank pari passu in all respects with all other Shares then on issue. Shares issued upon the exercise of Warrants will only carry an entitlement to receive a dividend if they were issued on or before the Record Date for that dividend.

(s) The Warrantholder has the right for the Warrant Exercise Price to be adjusted in accordance with (t), (u) and (v) below.

(t) In the event of a pro rata issue of Shares by the Company (except a bonus issue), the Warrant Exercise Price for each Warrant will be adjusted in accordance with Listing Rule 6.22.2 of the ASX Listing Rules (which adjustment formula will apply even where the Company is not admitted to the official list of the ASX).

Subscription Agreement           page 34

Warrants Terms

(u) If there is a bonus issue to the holders of Shares, the number of Shares over which the Warrants are exercisable may be increased by the number of Shares which the Warrantholder would have received if the Warrant had been exercised before the record date for the bonus issue.

(v) If the Company reorganises its capital, the rights of a Warrantholder (and the Warrant Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital, at the time of the reorganisation.

(w) The terms of Warrants applicable to a particular Warrantholder may be varied at any time by written agreement between the Company and the relevant Warrantholder.

(x) If any Warrant Certificate is lost, stolen, mutilated, defaced or destroyed, the holder of the relevant Warrants may apply for a replacement Warrant Certificate. The application must be accompanied by:

(1) a written statement that the certificate has been lost or destroyed and not otherwise pledged, sold or otherwise disposed of;

(2) if the certificate has been lost, a written statement that proper searches have been made; and

(3) an undertaking that, if the certificate is found or received by the holder of the relevant Warrants, it will be returned to the Company.

(y) The Company must issue a replacement Warrant Certificate within 5 Business Days after receipt of the documents referred to above.

These terms and the Warrants are governed by the laws of New South Wales, Australia.

Subscription Agreement           page 35

Schedule 4 Warrant Certificate

Schedule 4

Warrant Certificate

Warrant Certificate

Certificate Number: [insert number]

Prima Biomed Ltd

Level 7, 151 Macquarie Street

Sydney NSW 2000

(the Company)

THIS IS TO CERTIFY that [insert] (the Warrantholder) is the registered holder of [insert] [Initial Warrants / Coverage Warrants] with an Warrant Exercise Price of [insert], subject to adjustment, each issued by the Company on [insert].

Capitalised terms used but not defined in this certificate have the same meaning as defined in the terms of issue of the Warrants.

Signed, sealed and delivered by

Prima Biomed Ltd

by

sign here ▶
	Company Secretary/Director
print name
sign here ▶
	Director
print name

This certificate must be surrendered to the Company on transfer or exercise by the Warrantholder of any Warrant represented by it.

Subscription Agreement           page 36

Schedule 5 Capital Structure

Schedule 5

Capital Structure

	Number		+Class
Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)		1,389,839,964		Ordinary fully paid shares (ASX: PRR)
		77,378,696		Options exercisable at $0.20 on or before 19 June 2017 (PRRO)
		Number		+Class - Options
Number and + class of all		Amount		Exercise Price	Expiration Date
		1,055,011	$	0.2351	19 May 2015
		740,741	$	0.3390	1 February 2016
		2,800,000	$	0.1850	1 August 2015
		200,000	$	0.1730	20 February 2016
		1,758,176	$	0.0774	30 June 2018
		165,116	$	0.0774	30 June 2018
		19,800,000	$	0.05475	3 October 2017
		200,000,000	$	0.05019	12 December 2018
		Number		+Class – Performance Rights
		Amount		Type	Expiration Date
		11,467,525		STI	30 October 2015
		26,715,686		LTI	30 October 2018
		6,004,902		NED PRs	Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014.
		Number		Class – Convertible Security
		Amount		Type	Expiration Date
		1			Convertible Security with a face value of US$2,500,000

Subscription Agreement           page 37

Schedule 6 Information Protocol

Schedule 6

Information Protocol

Subscription Agreement           page 38

[Stage 2 Completion Date] 2015

Information Protocol

Prima Biomed Limited and Ridgeback Capital

Investments, L.P.

101 Collins Street Melbourne Vic 3000 Australia	T +61 3 9288 1234 F +61 3 9288 1567
GPO Box 128A Melbourne Vic 3001 Australia	herbertsmithfreehills.com DX 240 Melbourne

1 Introduction

Ridgeback Capital Investments L.P. (or an affiliated entity) (Ridgeback) and Prima Biomed Limited (ACN 009 237 889) (Prima) have entered into a subscription agreement on or around 14 May 2015 (Subscription Agreement), pursuant to which Ridgeback agreed to subscribe for ordinary shares, warrants and convertible notes representing approximately 40% of the total issued shares in Prima on an as-if fully-diluted, as-if fully exercised basis.

Under the terms of the Subscription Agreement, Ridgeback is entitled to nominate a non-executive director to the board of Prima (Board) in certain circumstances.

This protocol applies to:

(a) Prima; and

(b) Ridgeback,

and deals with possible conflicts of interest faced by a director of Prima (Director) that has been nominated by Ridgeback (Ridgeback Director), the handling and permitted use of the information that a Ridgeback Director receives (in his or her capacity as a Director) and the making of requests for information to Prima by Ridgeback.

This protocol takes effect on and from completion of the issue of securities under the Subscription Agreement.

The purpose of this protocol is to:

(a) clearly delineate the information which a Ridgeback Director may (but is not obliged to) disclose to Ridgeback;

(b) provide channels by which Ridgeback may seek additional information from Prima (for example, where a significant conflict of interest might arise if Ridgeback was to seek the information from a Ridgeback Director);

(c) minimise the risk of insider trading by Ridgeback as a result of information disclosed by Prima to a Ridgeback Director;

(d) identify the purposes for which Prima will provide information to Ridgeback under this protocol;

(e) ensure that Ridgeback maintains the confidentiality of confidential information provided to it under this protocol; and

(f) set out rules and obligations that Directors and the Board are required to comply with in order to manage conflicts of interest,

with the understanding that nothing in this protocol waives or seeks to vary the operation or duties arising under the Corporations Act, the ASX Listing Rules or at common law (except as expressly provided for in this protocol).

2 Guidance for a Ridgeback Director

2.1 General principle – disclosure of Prima information to Ridgeback

In the absence of an express formal right to disclose information to Ridgeback (for example, as provided for in section 3 of this protocol or as expressly agreed by the Board from time to time), the Ridgeback Director must maintain Prima’s information in strict confidence.

Information Sharing Protocol           page 2

3 Standing principles relating to disclosure of Prima information

However, consistent with the principle that a director may consult with his or her appointer, there is scope for legitimate communication of such information where:

(a) it is consented to by the Board (which for this purpose must exclude any Ridgeback Director); and

(b) the Ridgeback Director is satisfied that appropriate steps have been taken within Ridgeback to preserve the confidentiality of the information and guard against its misuse.

Subject to the disclosure being appropriately circumscribed, it would not be a breach of duty to provide such information to Ridgeback unless:

(c) the consent referred to above has been overridden by an express request by the Board (for example, that strict confidentiality be maintained in respect of a certain piece of information or matter); or

(d) to do so would result in the Ridgeback Director being in breach of his or her statutory or fiduciary duties as a Director.

2.2 Disclosure of information belonging to Ridgeback to Prima

The duties of a Ridgeback Director do not extend to disclosure of Ridgeback’s confidential information to Prima.

3 Standing principles relating to disclosure of Prima information

(a) The Board (excluding the Ridgeback Director) has determined that it is in the interests of Prima for all information relating to Prima that is provided to the Ridgeback Director (in his or her capacity as a Director), and which is provided by the Ridgeback Director to Ridgeback, to be provided to Ridgeback (and in doing so, the Ridgeback Director will not be in breach of his or her duty of confidence to Prima), on an ongoing basis and for the reason described in section 3(b), unless:

(1) the information falls within one of the following categories or types, in which case it must be redacted and removed, prior to any provision of the information to Ridgeback (in the absence of a specific Board determination to the contrary (excluding the Ridgeback Director)):

• information regarding any aspect of the relationship between Prima and Ridgeback, on a business, corporate or strategic level; and/or

• information regarding Control (as defined in the Corporations Act 2001 (Cth) (Corporations Act)) of Prima, including without limitation, any proposals that could result in a change in that Control;

(2) the Board (excluding the Ridgeback Director) determines in its absolute discretion that it is not in the best interests of Prima for particular information or documentation to be provided to Ridgeback (whether or not such information falls within the categories or types listed in (1) above).

Information Sharing Protocol           page 3

4 Requests by Ridgeback for information

(b) The Board has determined to permit the Ridgeback Director to provide to Ridgeback the information described in section 3(a) to ensure an appropriate amount of information is available to enable Ridgeback to assist in the development of Prima’s operations and businesses for the mutual benefit of the parties, and as inducement for Ridgeback to enter into the Subscription Agreement in order that Ridgeback may effectively exercise its rights as substantial securityholder of Prima.

(c) Subject at all times to section 6, Ridgeback may in turn disclose the information described in section 3(a) to its board of directors, executive management team, third party advisers, financiers, shareholders, members, representatives and owners provided that Ridgeback remains at all times responsible for ensuring that the confidentiality of Confidential Information (defined below) is preserved.

(d) Subject only to section 3(e), and otherwise notwithstanding anything to the contrary in this protocol, it is acknowledged and recorded that except as otherwise provided in the Corporations Act (for example, section 195), the Ridgeback Director shall:

(1) not be restricted from receiving all information or documentation relating to Prima that is provided to other directors on the Board (including information within the categories or types listed in (a)(1) or (a)(2) above) even though this protocol may:

• restrict the Ridgeback Director from subsequently providing that information to Ridgeback; or

• entitle Prima to withhold the information from Ridgeback and not disclose the information to Ridgeback; and

(2) be entitled to attend and be present at any meeting at which information or documentation relating to Prima (including information within the categories or types listed in (a)(1) or (a)(2) above) is considered or discussed or at which meeting matters relating to such information is voted on, even though the Ridgeback Director may not necessarily be entitled to vote at such meeting,

except in circumstances where the Ridgeback Director is not entitled as a Director:

(3) to receive such information or documentation; or

(4) to attend or be present at any Board meeting of Prima,

because of a fiduciary or other legal reason.

(e) This protocol establishes a framework whereby the Ridgeback Director may provide the information described in section 3(a) to Ridgeback, however Ridgeback itself is under no obligation to receive the information described in section 3(a). Ridgeback may at any time direct the Ridgeback Director to cease providing Ridgeback with all of, or a certain class or classes of, the information described in section 3(a) and likewise may direct the Ridgeback Director to recommence the provision of information. In this way, Ridgeback has the ability to prevent the flow of inside information to it, while maintaining its rights under this protocol.

Information Sharing Protocol           page 4

4 Requests by Ridgeback for information

4 Requests by Ridgeback for information

If Ridgeback wishes to make a formal request for information from Prima, the request must be directed to the company secretary of Prima, who must refer the request to the Board (which for this purpose must exclude any Ridgeback Director).

The Board (excluding the Ridgeback Director) may, in its absolute discretion, determine that it is in Prima’s interests to provide some, all or none of the information requested.

5 Draft information

Certain information provided to Ridgeback may be in draft form or may not have been finalised or authorised by the Board. Due to the nature of this information, the Board does not consider that is reasonable for Ridgeback to rely on it. Ridgeback must release and hold harmless Prima from any loss or damage suffered by Ridgeback acting in reliance on any of Prima’s draft or unapproved information.

6 Confidentiality

(a) For the purposes of section 6 of this protocol, “Confidential Information” means all information of Prima disclosed to Ridgeback under this protocol which is not in the public domain.

(b) Subject to section 6(c), Ridgeback must keep confidential and not disclose the Confidential Information, and must always take reasonable steps and use its best endeavours to protect the Confidential Information from unauthorised use, reproduction or disclosure, to at least the same extent that it would protect similar information concerning its own operations.

(c) Ridgeback is not restricted from disclosing any Confidential Information to the extent:

• required by applicable law, government agency or the listing rules of any relevant securities exchange;

• the Confidential Information is already in Ridgeback’s (or a related body corporate’s) lawful possession (in either case as evidenced by written records) without breach of any obligation owed to Prima and is free of any restriction as to its use or disclosure prior to it being so disclosed;

• the Confidential Information is independently generated or developed by Ridgeback (or a related body corporate), or on their behalf, without any reference to or reliance or dependency on the Confidential Information;

• the Confidential Information is in the public domain other than as a result of breach of this protocol or any other obligation of confidentiality owed to Prima by Ridgeback;

• the Confidential Information is disclosed on a need to know and confidential basis to Ridgeback’s affiliates, directors and officers, employees, third party professional advisers and financiers (or those of a related body corporate), provided that Ridgeback remains at all times responsible for ensuring that the confidentiality of the Confidential Information is preserved; and

Information Sharing Protocol           page 5

7 Restriction on trading in Prima’s securities

• necessary for the purpose of enforcing any rights under the Subscription Agreement or any other agreement between Prima or a related body corporate, on the one hand, and Ridgeback or a related body corporate, on the other hand,

provided that,

• if for any reason Ridgeback is required by applicable law, government agency or the listing rules of any relevant securities exchange to disclose any Confidential Information, Ridgeback must notify Prima as soon as reasonably practicable and, if reasonably practicable to do so, before such information is provided to the third party; and

• if it is reasonably practicable to do so in the circumstances, Ridgeback will use reasonable endeavours to obtain a confidentiality undertaking from the third party on terms acceptable to Prima (acting reasonably).

(d) Disclosure of the Confidential Information by Prima does not constitute a waiver by Prima of any of its rights to legal professional privilege as they relate to Confidential Information.

7 Restriction on trading in Prima’s securities

(a) Ridgeback must:

• not trade in securities of Prima while in possession of price sensitive information, until the information is released to the market; and

• take reasonable steps to ensure that none of its officers or associates do so.

(b) Nothing in this protocol restricts Ridgeback or its officers or associates from trading in securities of Prima while Ridgeback does not possess price sensitive information relating to the securities of Prima.

8 General

8.1 Amendment of this protocol

This protocol may be amended from time to time by agreement between Prima and Ridgeback (both acting reasonably).

8.2 Termination

The Board (excluding the Ridgeback Director) may only terminate this protocol where Ridgeback and its related bodies corporate (or their respective nominees, brokers or custodians) cease to hold in aggregate securities representing at least 5% of the ordinary shares in Prima (on an as-if fully converted, as-if fully exercise basis).

Information Sharing Protocol           page 6

Signing page

Signing page

Executed as an agreement

Company

Signed by

Prima Biomed Ltd

by

sign here ▶	/s/ Deanne Miller
	Company Secretary/Director
print name	Deanne Miller
sign here ▶	/s/ Marc Voigt
	Director
print name	Marc Voigt

Subscriber

Signed by

Ridgeback Capital Investments L.P. by its general partner Ridgeback Capital Management L.P.

by

sign here ▶
	Authorised Representative
print name

Subscription Agreement           page 40

Signing page

Signing page

Executed as an agreement

Company

Signed by

Prima Biomed Ltd

by

sign here ▶
	Company Secretary/Director
print name
sign here ▶
	Director
print name

Subscriber

Signed by

Ridgeback Capital Investments L.P. by its general partner Ridgeback Capital Management L.P.

by

sign here ▶	/s/ Bud Holman
	Authorised Representative
print name	Bud Holman

Subscription Agreement           page 39

EX-4.14.1

Exhibit 4.14.1

Separation and Release of Claims Agreement

This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Prima Biomed Ltd., an Australian limited company (the “Employer”), on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), and Sharron Gargosky (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of September 18, 2015 (the “Execution Date”).

The Parties entered into an Employment Agreement effective as of June 1, 2011 (the “Employment Agreement”) that sets forth the terms and conditions of the Employee’s employment with the Employer and the rights and obligations of the Parties upon the termination of the Employee’s employment with the Company.

The Employee’s last day of employment with the Employer is November 30, 2015. (the “Separation Date”). After the Separation Date, the Employee will not represent herself as being an employee, officer, attorney, agent or representative of the Employer Group for any purpose. Except as otherwise set forth in this Agreement, the Separation Date will be the employment termination date for the Employee for all purposes, meaning the Employee will no longer be entitled to any further compensation, monies or other benefits from the Employer Group, including coverage under any benefits plans or programs sponsored by the Employer Group, except for severance entitlements in accordance with clause 4.5 of the Employment Agreement.

The Parties desire to terminate the Employment Agreement in its entirety as of the Separation Date, except as specifically set forth in this Agreement.

The Parties desire to enter into this Agreement effective as of the Separation Date.

1. Termination of Employment Agreement. Except as specifically set forth in this Agreement, effective as of the Separation Date, (a) the Employment Agreement is hereby terminated in its entirety and superseded by this Agreement and (b) neither Party shall have any further rights or obligations under the Employment Agreement.

2. Employee Representations. In exchange for the consideration described in Section 3, which the Employee acknowledges to be good and valuable consideration for her obligations hereunder, the Employee hereby represents that she intends to irrevocably and unconditionally fully and forever release and discharge any and all claims she may have, have ever had or may in the future have against the Employer Group that may lawfully be waived and released arising out of or in any way related to her hire, benefits, employment or separation from employment with the Employer Group as further explained and in accordance with Section 4. The Employee specifically represents, warrants and confirms that: (a) she has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) she has been properly paid for all hours worked for the Employer Group, and that all commissions, bonuses and other compensation due to her has been paid, with the exception of her final payroll check of [ 25,000 ] U.S. Dollars minus all relevant taxes and

other withholdings for her unpaid salary through and including the Separation Date, which will be paid on the next regularly scheduled payroll date for the pay period including the Separation Date. Any vested benefits under any of the Employer’s employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that she has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements are not true, the Employee cannot sign this Agreement and must notify the Employer Group immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group’s review and consideration.

3. Separation Benefits. In consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement, including the waiver and release of claims in Section 4, the Employer agrees to provide the following benefits:

(a) $75,000 U.S. Dollars (the “Severance Payment”) in total representing three months’ pay, minus all relevant taxes and other withholdings, to be paid over a three month period commencing on the first regularly scheduled payroll date following the Separation Date.

(b) If the Employee timely and properly elects COBRA continuation coverage under the Employer group health plan, the Employee shall only be required to pay active employee rates, as in effect from time to time, for three months. At the conclusion of this period, the Employee shall be eligible to continue her coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.

(c) The Employer agrees to reduce the noncompetition and non-solicitation periods as indicated in Sections 2.3 and 2.4 of the Employment Agreement from a period of six months to three months.

(d) 1.3 million Performance Rights as offered under the Employee’s 2015 Short Term Incentive (STI) Invitation for Performance Rights under the Prima Biomed Executive Incentive Plan, dated September 10, 2014, shall be vested on 1 October 2015. These Performance Rights will automatically be converted to shares, however, such shares will be placed into a holding lock by the Employer which will not be released until this Agreement is fully executed. All Employee trading is also subject to compliance with the Employer’s Share Trading Policy. The shares issued may be subject to cancellation until this Agreement is executed.

(e) The Employee understands, acknowledges and agrees that these benefits exceed what she is otherwise entitled to receive upon separation from employment, and that these benefits are in exchange for executing this Agreement. The Employee further acknowledges no entitlement to any additional payment or consideration not specifically referenced herein.

4. Release.

(a) General Release and Waiver of Claims

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In exchange for the consideration provided in this Agreement, the Employee and her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Employee Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, trustees, partners and other related persons or entities, in their corporate and individual capacities (collectively, the “Employer Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that the Employee Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Sarbanes-Oxley Act of 2002, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination in Employment Act, the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act of 2008, the Oregon Family Leave Act, the Oregon Military Family Leave Act, Chapter 659A of the Oregon Revised Statutes and all state and local laws that may be legally waived, in each case as amended and in each case including all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance, including but not limited to claims under the Employment Agreement; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements.

However, this general release and waiver of claims excludes, and the Employee does not waive, release or discharge: (i) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; (ii) claims which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation; (iii) indemnification rights the Employee has against the Employer; (iv) any rights to vested benefits, such as pension or retirement benefits; and (v) claims or rights arising under this Agreement.

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If the Employee applies for unemployment benefits, the Employer shall not contest it. When so required, the Employer will answer any inquiries by the Department of Labor concerning the termination of Employee’s employment in a truthful manner.

In exchange for the consideration provided in this Agreement, the Employer Releasees irrevocably and unconditionally fully and forever waive, release and discharge the Employee Releasors, from any and all Claims, whether known or unknown, from the beginning of time to the date of the Employer’s execution of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that the Employer Releasees may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, However, this general release and waiver of claims excludes, and the Employer Releasees do not waive, release or discharge (i) claims which cannot be waived by law and (ii) claims or rights arising under this Agreement.

(b) Specific Release of ADEA Claims

In further consideration of the payments and benefits provided to the Employee in this Agreement, the Employee Releasors hereby irrevocably and unconditionally fully and forever waive, release and discharge the Employer Releasees from any and all Claims, whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement arising under the Age Discrimination in Employment Act (ADEA), as amended, and its implementing regulations. By signing this Agreement, the Employee hereby acknowledges and confirms that: (i) the Employee has read this Agreement in its entirety and understands all of its terms; (ii) the Employee has been advised of and has availed herself of her right to consult with her attorney prior to executing this Agreement; (iii) the Employee knowingly, freely and voluntarily assents to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release and covenants contained herein; (iv) the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which she is otherwise entitled; (v) the Employee was given at least 21 days to consider the terms of this Agreement and consult with an attorney of her choice, although she may sign it sooner if desired; (vi) the Employee understands that she has seven days from the date she signs this Agreement to revoke the release in this paragraph by delivering notice of revocation to Deanne Miller at the Employer by e-mail before the end of such seven-day period; and (vii) the Employee understands that the release contained in this paragraph does not apply to rights and claims that may arise after the date on which the Employee signs this Agreement.

5. Knowing and Voluntary Acknowledgment. The Employee specifically agrees and acknowledges that: (i) the Employee has read this Agreement in its entirety and understands all of its terms; (ii) the Employee has been advised of and has availed herself of her right to consult with her attorney prior to executing this Agreement; (iii) the Employee knowingly, freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein; (iv) the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which she is otherwise entitled; (v) the Employee is not waiving or releasing rights or claims that may arise after her execution of this Agreement; and (vi) the Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation of her employment with the Employer.

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The Employee further acknowledges that she has had 21 days to consider the terms of this Agreement and consult with an attorney of her choice, although she may sign it sooner if desired. Further, the Employee acknowledges that she shall have an additional seven days from the date on which she signs this Agreement to revoke consent to her release of claims under the ADEA by delivering notice of revocation to Deanne Miller at the Employer by e-mail before the end of such seven-day period. In the event of such revocation by the Employee, the Employer shall have the option of treating this Agreement as null and void in its entirety.

This Agreement shall not become effective, until the eighth day after the Employee and the Employer execute this Agreement. Such date shall be the “Effective Date” of this Agreement. No payments due to the Employee hereunder shall be made or begin before the Effective Date, with the exception of her unpaid salary minus all relevant taxes and other withholdings for her unpaid salary through and including the Separation Date, which will be paid on the next regularly scheduled payroll date for the pay period including the Separation Date.

6. Continuing Employment Agreement Provisions. Notwithstanding the termination of the Employment Agreement in its entirety pursuant to Section 1, the following provisions of the Employment agreement shall not be terminated and shall remain in full force and effect and are hereby incorporated into this Agreement in their entirety by this reference:

(a) Section 2.1 of the Employment Agreement (entitled “Confidentiality”);

(b) Section 2.2 of the Employment Agreement (entitled “Inventions”);

(c) Section 2.3 of the Employment Agreement (entitled “Noncompetition’’);

(d) Section 2.4 of the Employment Agreement (entitled “Non-solicitation”);

(e) Section 2.5 of the Employment Agreement;

(f) Section 2.6 of the Employment Agreement;

(g) Section 2.7 of the Employment Agreement;

(h) Section 3.6 of the Employment Agreement (entitled “Business Expenses”), with respect to business expenses actually incurred by the Employee in accordance with Section 3.6 of the Employment Agreement through the Separation Date;

(i) Section 4.6 of the Employment Agreement; and

(j) Section 5 of the Employment Agreement (entitled “Indemnification of Employee”).

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7. Non-disparagement. The Employee agrees and covenants that she shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Employer Group or its businesses, or any of its employees or officers, and existing and prospective customers, suppliers, investors and other associated third parties, now or in the future. The Employer agrees and covenants that it shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Employee, now or in the future, provided that only the remarks, comments and statements of the directors and officers of the Employer shall be attributable to the Employer for purposes of this Section 7.

This Section does not, in any way, restrict or impede the Employee or the Employer from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Employee shall promptly provide written notice of any such order to Deanne Miller and the Employer shall promptly provide written notice of any such order to the Employee.

8. Confidentiality. The Employee agrees and covenants that she shall not disclose any of the terms of or amount paid under this Agreement or the negotiation thereof to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to her attorney, tax advisors and/or immediate family members, or as may be required by law.

This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Employee shall promptly provide written notice of any such order to Deanne Miller.

9. Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

Should the Employee fail to abide by any of the terms of this Agreement or post-termination obligations contained herein, or if she revokes the ADEA release contained in Section 4 within the seven-day revocation period, the Employer may, in addition to any other remedies it may have, reclaim any amounts paid to the Employee under the provisions of this Agreement or terminate any benefits or payments that are later due under this Agreement, without waiving the releases provided herein.

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In the event of a breach or threatened breach by the Employer of Section 4(a) or Section 7 of this Agreement, the Employer hereby consents and agrees that the Employee shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

10. Successors and Assigns.

(a) Assignment by the Employer Group

The Employer Group may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer Group and its successors and assigns.

(b) No Assignment by the Employee

The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.

11. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Oregon without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Oregon, county of Multnomah. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

12. Entire Agreement. This Agreement contains all the understandings and representations between the Employee and the Employer Group pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, including the Employment Agreement, except as specifically set forth in this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and the Employment Agreement, the statements in the body of this Agreement shall control.

The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

13. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and an authorized officer of the Employer. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7

14. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The Parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law.

The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

15. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

17. Nonadmission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Employer Group.

18. Notices. Except as otherwise provided herein, all notices under this Agreement must be given in writing by regular mail as follows: if to the Employer, to its principal business headquarters, attention General Counsel; and if the Employee, to the Employee’s most recent address reflected in the records of the Employer, or any other address designated in writing by either Party.

19. Tolling. Should the Employee violate any of the terms of the post-termination obligations articulated herein, the obligation at issue will run from the first date on which the Employee ceases to be in violation of such obligation.

20. Attorneys’ Fees. Should either Party breach any of the terms of this Agreement or the post-termination obligations referenced herein, to the extent authorized by Oregon law, such Party will be responsible for payment of all reasonable attorneys’ fees and costs that the other Party incurred in the course of successfully enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.

8

21. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

22. Notice of Post-termination Obligations. When the Employee’s employment with the Employer Group terminates, the Employee agrees to notify any subsequent employer of the restrictive covenants referenced in this Agreement. In addition, the Employee authorizes the Employer Group to provide a copy of the restrictive covenants referenced in this Agreement to third parties, including but not limited to, the Employee’s subsequent, anticipated or possible future employer.

23. Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT SHE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HER CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HER SIGNATURE BELOW IS AN AGREEMENT TO RELEASE PRIMA BIOMED LTD. FROM ANY AND ALL CLAIMS.

[SIGNATURE PAGE FOLLOWS]

9

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.

PRIMA BIOMED LTD.
Sign Name:	/s/ Marc Voigt
Print Name:	Marc Voigt
Title:	CEO, Oct 6 2015
SHARRON GARGOSKY
Sign Name:		Dr Sharron
		Gargosky 2015.10.06
		07:50:37 -07’00’

EX-4.15.3

Exhibit 4.15.3

Level 7, 151 Macquarie Street

Sydney

NSW 2000

Australia

Mr Marc Voigt

Managing Director and Chief Executive Officer

Prima BioMed Limited

1 June 2015

Dear Marc

Variation to Executive Employment Agreement dated 1 August 2014 (“Agreement”)

Further to our recent discussions, Prima BioMed Limited (“Prima”) agrees to vary your Agreement as set out in the attached Schedule.

This variation is effective from Monday 1 June 2015. Your new Remuneration will start being paid to you from the next payroll run, with any back pay backdated to 1 June 2015 paid on this day as well.

All other terms and conditions of your Agreement remain the same.

Please indicate your acceptance of this variation by signing (in duplicate) this letter and returning one executed copy to me.

Prima looks forward to your ongoing assistance.

Yours faithfully,

/s/ Lucy Turnbull AO

Lucy Turnbull AO

Chairman

Prima BioMed Ltd

I accept the variation to the Agreement

/s/ Marc Voigt

Marc Voigt

Schedule

Agreed amendments to Agreement:

Clause	Agreed Amendment
Para 3, clause 3	Replace “195,000 Euro” with “215,000 Euro”

EX-4.16.1

Exhibit 4.16.1

Level 7, 151 Macquarie Street

Sydney

NSW 2000

Australia

Ms Deanne Miller

General Counsel & Company Secretary

1 June 2015

Dear Deanne

Variation to Executive Employment Agreement dated 13 October 2012 (“Agreement”)

Further to our recent discussions, Prima BioMed Limited (“Prima”) agrees to vary your Agreement as set out in the attached Schedule.

This variation is effective from Monday 1 June 2015. Your new Remuneration will start being paid to you from the next payroll run, with any back pay backdated to 1 June 2015 paid on this day as well.

All other terms and conditions of your Agreement remain the same.

Please indicate your acceptance of this variation by signing (in duplicate) this letter and returning one executed copy to me.

Prima looks forward to your ongoing assistance.

Yours faithfully,

/s/ Lucy Turnbull AO

Lucy Turnbull AO

Chairman

Prima BioMed Ltd

I accept the variation to the Agreement

/s/ Deanne Miller

Deanne Miller

Schedule

Agreed amendments to Agreement:

Clause	Agreed Amendment
5(a)	Replace “$180,000” with “$200,000”

EX-4.21

Exhibit 4.21

Share Sale Agreement

The individuals and entities set out in Schedule 1

and

Prima BioMed Ltd

ACN 009 237 889

and

Immutep S.A.

Date: 2 October 2014

Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***] or [---]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Certain schedules and annexes of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of the omitted schedules to the Securities and Exchange Commission upon request.

Table of Contents

1.	Definitions and interpretation	5
1.1	Definitions	5
1.2	Interpretation	15
2.	Agreement to buy and sell Shares	14
2.1	Sale and purchase	16
2.2	Date for Completion	16
2.3	Encumbrances and rights	16
2.4	Title and risk	16
2.5	Purchase of all the Shares	16
2.6	Waiver of pre-emptive rights	16
3.	Conditions precedent	17
3.1	Conditions precedent to Completion	17
3.2	Duties in relation to Conditions	17
3.3	Fulfilment by waiver	17
3.4	Failure of Condition	17
4.	Purchase Price	18
4.1	Payment of the Purchase Price	18
4.2	Voluntary escrow of Consideration Buyer Shares	19
4.3	Grant and exercise of Consideration Buyer Warrants and [***] Milestone Buyer Warrants	20
4.4	Acknowledgments in relation to Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants	21
4.5	Manner of payment	21
5.	Conduct pending Completion	22
5.1	Conduct of Business	22
5.2	Assistance and access for Buyer	23
5.3	Confidentiality	23
5.4	Financial Debt	23
5.5	Notice of material changes	23
5.6	No discussions	24
6.	Completion	24
6.1	Time and place for Completion	24
6.2	Sellers’ obligations at Completion	24
6.3	Buyer’s obligations at Completion	26
6.4	Conditions of Completion	27
7.	Rights and obligations after Completion	28
7.1	Sellers’ assistance following Completion	28
7.2	Access to Records	28
8.	Retention Amount and [***] Milestone Amount	28
9.	Obligations until registration of transfer	28
9.1	Buyer’s obligation to register	28

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

10.	Tax matters	29
10.1	Payment of Transfer Tax	29
10.2	Completion of Tax returns and calculations	29
10.3	Tax enquiries or audits by Government Agency	29
11.	Completion Accounts	30
11.1	Preparation	30
11.2	Invoicing before Completion	31
11.3	Main Sellers’ and Management Sellers’ rights of access	31
11.4	Resolution of Disputes	31
11.5	Adjustment of Purchase Price	32
11.6	Payment of Adjustment Amount	32
11.7	Minimum amount of claim	32
11.8	Obligations of the parties	32
11.9	Costs	32
12.	Sellers’ Warranties	33
12.1	Warranties	33
12.2	Disclosure Material	33
12.3	Separate warranties	33
12.4	Sellers must notify breaches	33
12.5	Qualification as to knowledge	33
13.	Indemnification for Warranty Claims	34
14.	Claiming under the Sellers’ Warranties	34
14.1	Notice of Claims	34
14.2	Maximum amount the Buyer may recover	34
14.3	Payments by Sellers	35
14.4	Right of Set Off	35
14.5	Reduction in Purchase Price	35
15.	Not used	36
16.	Buyer’s Warranties	36
16.1	Warranties	36
16.2	Warranties true on Completion	37
17.	Termination by Buyer before Completion	37
17.1	Termination events	37
17.2	Right of Buyer to terminate	37
17.3	Remedies cumulative	38
18.	Assistance in relation to change of control	38
18.1	Consent of other persons	38
18.2	Where consents not obtained	38
18.3	Third party costs	38
18.4	Disclosure of Confidential Information	38
19.	Public announcements	39
19.1	Making announcements	39
19.2	Requirements	39

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2

20.	Confidentiality	39
20.1	Obligations of confidentiality	39
20.2	Exceptions	39
20.3	Authorised disclosure	40
20.4	Return or destruction of Confidential Information	40
20.5	Liability for breach by Recipient	41
20.6	Post Completion	41
21.	Restrictive covenant	41
21.1	Restrictions	41
21.2	Affiliates	42
21.3	Restraint Period	42
21.4	Permitted involvement	42
21.5	Independence of restrictions	42
21.6	Severability	43
21.7	Reasonableness of restraint	43
21.8	Legal advice	43
21.9	Injunction	43
22.	Dispute resolution	43
22.1	Delivering a dispute notice	43
22.2	Determination by Expert	44
22.3	Obligations of parties	44
23.	General	45
23.1	Nature of obligations	45
23.2	Entire understanding	45
23.3	Survival of obligations	45
23.4	No adverse construction	45
23.5	Further assurances	46
23.6	No waiver	46
23.7	Severability	46
23.8	Successors and assigns	46
23.9	No assignment	46
23.10	Consents and approvals	46
23.11	No variation	47
23.12	Costs	47
23.13	Duty or registration fee	47
23.14	Governing law and jurisdiction	47
23.15	Notices	48
23.16	Counterparts	50
23.17	Conflicting provisions	50
23.18	No merger	50
23.19	No right of set-off	50
23.20	Relationship of parties	50
23.21	Sellers’ Agents	51
23.22	Amendment to and termination of the 2004 Shareholders Agreement	51

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

3

Schedule 1 – Sellers	52
Schedule 2 – Shares and Company’s warrants Details as at the Agreement Date	53
Schedule 3 – Conditions Precedent	54
Schedule 4 – The Sellers’ Warranties	55
Schedule 5 – The Disclosure Material	70
Schedule 6 – Worked example of calculation of Completion Working Capital	101
Schedule 7 – Intellectual Property	102
Schedule 8 – Warrant Exercise Notice	112
Schedule 9 – Draft Form of Resignation Letter	113
Annexure 1 – Plant and Equipment	117
Annexure 2 – The Accounts	118
Annexure 3 – Retention Amount and Stakeholder Deed	131

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

4

Share Sale Agreement

Date                                                 2 October 2014

Parties

1. The individuals and entities set out in Schedule 1 (collectively known as the Sellers)

2. Prima BioMed Ltd ACN 009 237 889 of Level 7, 151 Macquarie Street, Sydney NSW 2000 (Buyer)

3. Immutep S.A. (registered before the Register of Commerce and Companies of Evry under number 439 518 663) of Parc Club Orsay, 2, Rue Jean Rostand, 91893 Orsay (Company)

Background

A. The Shares are owned by the Sellers as set out in Schedule 2.

B. The Sellers have agreed to sell, and the Buyer has agreed to buy, the Shares on the terms and conditions of this Agreement.

Agreed terms

1. Definitions and interpretation

1.1 Definitions

Capitalised words and expressions appearing in this Agreement shall have the meanings given to them below:

Accounting Standards means French GAAP;

Accounts means:

(a) the balance sheet of the Company as at the Accounts Date;

(b) the income statement of the Company for the 12 month period ending on the Accounts Date;

(c) the statement of cash flow of the Company for the 12 month period ending on the Accounts Date; and

(d) the notes to, and the reports of the directors relating to, those statements,

as set out in Annexure 2;

Accounts Date means 31 December 2013;

Additional Disclosure Material means any additional Disclosure Material as may be supplemented by the Management Sellers and provided to the Buyer between the Agreement Date and the Completion Date;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

5

Adjustment Amount has the meaning given in clause 11.5;

[***] Event means [***];

Agreement means this agreement including the background, any schedules and any annexures;

Agreement Date means the date of this Agreement;

Ares Agreement means the agreement between Ares Trading SA and the Company dated 9 December 2002;

ASIC means the Australian Securities and Investment Commission;

Assistance Notice has the meaning given in clause 7.1;

Associate has the same meaning as “associate” in the Corporations Act and includes a person deemed to be an associate of a designated body (within the meaning of section 12 of the Corporations Act);

ASX means ASX Limited ACN 008 624 691;

Audited means audited in accordance with the Accounting Standards;

Business means the biopharmaceutical business carried on by the Company at Completion, including the business of developing immunotherapeutics in oncology;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, Australia or Paris, France;

Buyer Shares means fully paid ordinary shares in the Buyer ranking equally with the other issued ordinary shares in all respects in the Buyer from the date of issue;

Calculation Time means 4.00 pm on the Completion Date;

Certificate has the meaning given to that term in clause 11.1;

Claim includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a Third Party or a party to this Agreement or otherwise;

[***] Milestone means [***];

[***] Milestone Amount means USD$900,000;

[***] Milestones Buyer Warrants means 30,000,000 warrants issued by the Buyer to the Sellers in accordance with clauses 4.1(c) and 4.3, entitling the Sellers to subscribe for 30,000,000 Buyer Shares subject to the [***] Milestone being met;

[***] Milestone Date means the Business Day immediately following the 12 month anniversary date of Completion;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

6

[***] Milestone Stakeholder Deed means the deed to be agreed in good faith prior to Completion by the Main Sellers and the Management Sellers and the Buyer and based on provisions substantially similar to the provisions of the form set out in Annexure 3 relating to the Retention Amount and the Stockholder Deed ;

Completion means the completion of the sale and purchase of the Shares in accordance with clause 6;

Completion Accounts means:

(a) the balance sheet of the Company as at the Calculation Time; and

(b) the income statement of the Company for the period from the Accounts Date to the Calculation Time,

to be prepared in accordance with clause 11;

Completion Date means the date on which Completion occurs;

Completion Working Capital means the working capital of the Company as at the Calculation Time, as adjusted, as the case may be, in order not to include the net amount of the [---] if paid to the Company as at the Calculation Time as shown by the calculation method set forth in Schedule 6;

Completion Payment means USD$10,800,000;

Conditions means the conditions referred to in clause 3 and specified in Schedule 3;

Confidential Information means:

(a) the terms of this Agreement and its subject matter, including Information submitted or disclosed by a party during the Due Diligence Investigation and negotiations, discussions and meetings relating to this Agreement;

(b) Information that at the time of disclosure by a Disclosing Party is identified to the Receiving Party as being confidential; and

(c) all other Information belonging or relating to a Disclosing Party, or any Related Entity of that Disclosing Party, that is not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential to that Disclosing Party or any Related Entity of that Disclosing Party;

Consideration Buyer Shares means USD$3,000,000 of the Buyer Shares, to be issued to the Sellers and calculated in accordance with clause 4.1(b);

Consideration Buyer Warrants means 170,000,000 warrants issued by the Buyer to the Sellers in accordance with clauses 4.1(c) and 4.3, entitling the Sellers to subscribe for 170,000,000 Buyer Shares;

Consultant means Biotrif, a French enterprise with registered office 7 impasse du Royaume, 91440 Bures sur Yvette, France;

Controller has the meaning given to it in the Corporations Act;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

7

Corporations Act means the Corporations Act 2001 (Cth);

Disclosing Party means the party to whom Information belongs or relates;

Disclosure Material means the materials contained in the Sellers’ due diligence dataroom, an index of which is referred to or set out in Schedule 5;

Dispose means, in relation to the Consideration Buyer Warrants:

(a) sell, assign, transfer, convert, surrender, cancel, convey, make a gift of or otherwise dispose of any interest in Consideration Buyer Warrants;

(b) declare a trust over any interest in the Consideration Buyer Warrants;

(c) encumber or grant a security interest over the Consideration Buyer Warrants;

(d) grant an option in respect of any Consideration Buyer Warrant;

(e) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of any of the Consideration Buyer Warrants; or

(f) agree to do any of those things;

Due Diligence Investigation means the process under which the Sellers disclosed or disclose Information to and responded or respond to enquiries made by or on behalf of the Buyer regarding the Sellers, the Company and the Business;

Encumbrance means:

(a) any:

(i) legal or equitable interest or power created, arising in or reserved in or over an interest in any property or asset; or

(ii) security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order, monetary claim and flawed deposit arrangement) over any property or assets;

(b) any preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset; or

(c) any agreement or arrangement to grant or create anything referred to in paragraphs (a) or (b);

Expert has the meaning given in clause 22.1;

Financial Debt means the sum of:

(a) the aggregate amount as at Completion of all interest bearing bank and financial institutions long and short term facility (whether or not due and payable at that time and including accrued but unpaid interest and other charges and costs relating to that financial indebtedness) of the Company with the exception of the ANVAR loan of €600,000 shown in the Accounts of the Company under “Avances conditionnées”; and

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

8

(b) the aggregate amount of any break fees and other termination costs which are required to be paid in connection with the repayment of any of that financial indebtedness;

Financial Market has the meaning given to that term in the Corporations Act;

General Sellers’ Warranties has the meaning given in clause 12.1(a);

General Sellers Warranty Claim means any Claim by the Buyer (or its permitted assigns in accordance with this Agreement) against any of the Sellers for breach of any of the General Sellers’ Warranties;

Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute, in any jurisdiction worldwide;

[---] Milestone Date means [---];

[---] Milestone Payment means [---];

[---];

Holding Lock has the meaning given by the Listing Rules of ASX;

Information means any information, whether oral, graphic, written or in any other form, including:

(a) forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;

(b) copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and

(c) samples or specimens (if any) disclosed either before or after execution of this Agreement;

Insolvency Event means, in respect of a party, any one or more of the following events or circumstances:

(a) a winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy;

(b) having a Controller or analogous person appointed to it or any of its property;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

9

(c) being unable to pay any of its debts as and when due and payable or being deemed to be insolvent under any provision of the Corporations Act or any other Law;

(d) seeking protection from its creditors under any Law, entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, any of its members or creditors;

(e) taking any step or being the subject of any action that is preparatory to, or reasonably likely to result in, any of the above,

unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party;

Intellectual Property In-Licences means the licences granted to the Company, as specified in Schedule 7;

Intellectual Property Licences means Intellectual Property In-Licences and Intellectual Property Out-Licences and Intellectual Property Licence means any of them.

Intellectual Property Out-Licences means the licences granted by the Company, as specified in Schedule 7;

Intellectual Property Rights means all present intellectual and industrial property rights conferred by any Law and wherever existing, including:

(a) patents, designs, copyright, rights in circuit layouts, plant breeder’s rights, trade marks, know how, brand names, domain names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

(b) any application or right to apply for registration of any of these rights;

(c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and

(d) all renewals and extensions of these rights;

Key Employee means Professor Frederic Triebel, Scientific and Medical Director of the Company;

Law means:

(a) principles of law or equity established by decisions of courts;

(b) statutes, regulations or by-laws of the Commonwealth of Australia (including any State or Territory of the Commonwealth of Australia), the Republic of France, the European Union or such other relevant jurisdiction, or a Government Agency; and

(c) requirements and approvals (including conditions) of the Commonwealth of Australia (including any State or Territory of the Commonwealth of Australia), the Republic of France, the European Union or such other relevant jurisdiction, or a Government Agency that has the force of law;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

10

Liability includes all actual liabilities, losses, damages, costs, interest, fees, penalties, fines, assessments, forfeiture and expenses of whatever description;

Main Sellers means Innoven Tactical Investment Fund and Infinitis sarl and Main Seller means any of them;

Management Sellers means Professor Frederic Triebel and Mr. John B. Hawken and Management Seller means any of them;

Management Sellers’ Warranties has the meaning given in clause 12.1(b);

Management Sellers Warranty Claim means any Claim by the Buyer (or its permitted assigns in accordance with this Agreement) against the Management Sellers or any of them for breach of any of the Management Sellers’ Warranties;

Material Adverse Effect means an act or omission or circumstance which causes, or in a reasonable opinion will cause, a reduction in value of the Business or Company by USD$500,000 or more;

Material Contracts means the contracts listed in section 10 of the index set out in Schedule 5;

Nasdaq means the American NASDAQ (National Association of Securities Dealers Automated Quotations) stock market;

Owned Intellectual Property Rights means all Intellectual Property Rights owned by the Company in connection with the Business, as specified in Schedule 7; and including in respect of any granted patents or pending patent applications included in Owned Intellectual Property Rights, the any divisional applications, continuations, CIPS, patent term extensions, special protection certificates that may be derived from any such patents or patent application or potential patent filings under consideration as at the Agreement Date;

Plant and Equipment means all plant, equipment (including computer equipment), motor vehicles, machinery, furniture, fixtures and fittings owned or used by the Company and necessary to the Business, including the items specified in Annexure 1;

Post-VWAP means the 5-day VWAP of the Buyer’s common stock on the ASX and the Nasdaq immediately subsequent to the announcement of the transaction the subject of this Agreement;

Pre-VWAP means the 5-day VWAP of the Buyer’s common stock on the ASX and the Nasdaq immediately prior to the announcement of the transaction the subject of this Agreement;

Purchase Price means the:

(a) Completion Payment;

(b) Consideration Buyer Shares;

(c) Consideration Buyer Warrants;

(d) [---] Milestone Payment;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

11

(e) [***] Milestone Amount;

(f) [***] Milestone Buyer Warrants; and

(g) Retention Amount;

as may be adjusted in accordance with this Agreement;

Receiving Party means the party to whom Information is disclosed or who possesses or otherwise acquires Information belonging or relating to a Disclosing Party;

Records means the originals and copies, in machine readable, electronic, printed or any other readable form, of all files, reports, records, accounts, registers, correspondence, documents and other material relating to or used by the Company or the Business, including:

(a) sales literature, market research reports, brochures and other promotional material;

(b) sales and purchasing records;

(c) lists of all clients, suppliers and customers;

(d) financial records and accounts including ledgers, journals and books of account;

(e) trading records;

(f) records of wages, employment benefits and other payroll and personnel information;

(g) records of and relating to any contracts to which the Company is a party;

(h) stationery; and

(i) all other data, however recorded, owned or used by the Company which relates to the Company or the Business;

Related Body Corporate has the meaning given to that term in the Corporations Act;

Related Entity has the meaning given to that term in the Corporations Act;

Resale means the sale of any Consideration Buyer Shares and/or any Buyer Shares issued on exercise of any Consideration Buyer Warrants on any stock exchange on which the Buyer Shares are admitted to trading;

Respective Proportions means the respective proportions in which each Seller is entitled to share in the Purchase Price (and all parts of it) as notified by the Sellers to the Buyer not less than 5 Business Days before the due date for payment (including for each respective part of the Purchase Price);

Retention Amount means USD$1,800,000, as may be adjusted pursuant to any set off against any Adjustment Amount payable under clause 11;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Retention Amount and Stakeholder Deed means the deed to be agreed in good faith prior to Completion by the Main Sellers and the Management Sellers and based substantially on the form set out in Annexure 3;

Sellers’ Warranties means the warranties contained in Schedule 4;

Shares means all the shares (of any class) in the capital of the Company, as held by the Sellers immediately before Completion;

2004 Shareholders’ Agreement means the shareholders’ agreement (pacte d’actionnaires) executed on 8 December 2004 in respect of the Company as amended from time to time;

Stakeholder has the meaning given to it in the Retention Amount and Stakeholder Deed;

Target Working Capital means the equivalent in USD$ of EUR400,000 not including the net amount of the [---], which is already fixed;

Tax, Taxes or Taxation means all forms of present taxes, excise, stamp or other duties, imposts, deductions, charges, withholdings, rates, levies or other governmental impositions imposed, assessed or charged by any Government Agency, together with all interest, penalties, fines, expenses and other additional statutory charges relating to any of them, imposed or withheld by a Government Agency;

Tax Claim means any assessment, notice or demand or any other document issued or action taken by or on behalf of any Government Agency and notified in writing to the Company in respect of Tax;

Tax Claim Amount means:

(a) the amount the Company is required to pay in respect of Tax to a Government Agency as a result of a Tax Claim;

(b) the amount the Buyer or the Company is required to pay a Government Agency as a result of a Tax Claim relating to the recovery by the Government Agency of all or part of a Tax incentive, concession or other form of relief allowed to or applied by the Company before Completion in respect of research and development;

(c) the amount of any credit, rebate or refund of Tax lost to or paid by the Buyer or the Company as a result of a Tax Claim; or

(d) the amount of the loss of any relief, allowance, deduction or loss carried forward, as a result of a Tax Claim, multiplied by the rate of Tax applicable to companies in the year to which the Tax Claim relates,

plus any associated fines, additional tax, interest or penalties;

Tax Enquiry has the meaning given in clause 10.3;

Tax Law means any Law relating to Tax;

Tax Warranty means a Sellers’ Warranty in clause 14 of Schedule 4;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Tax Warranty Claim means a Warranty Claim the subject of which is a Tax Warranty;

Third Party means a person who is not a party to this Agreement;

Third Party Claim means a Claim made or threatened by a Third Party against the Buyer, the Company or the Sellers;

Transfer Tax means any stamp, transaction or registration duty or similar charge imposed by a Government Agency in respect of the transfer of Shares and includes any interest, fine, penalty, charge or other amount in respect of the above;

Volume Limit means, in respect of any Main Seller, no greater than that Main Seller’s Respective Proportion of a certain percentage of the daily trading volumes on the ASX and the Nasdaq on the trading day on which the Disposal of any security takes place, such percentage being 10%, or 20% if after the first anniversary date of the Completion Date;

VWAP means volume-weighted average price;

VWAP Calculated Price means the average of the Pre-VWAP and the Post-VWAP, without for the purpose of such average calculation, the Post-VWAP being lower than 70% of the Pre-VWAP and higher than 130% of said Pre-VWAP;

Warrant Exercise Amount means the amount equal to the number of Consideration Buyer Warrants being exercised multiplied by the Warrant Exercise Price;

Warrant Exercise Notice means a written notice substantially in the same form as set out in Schedule 8 under which a Seller can notify the Buyer that it seeks to exercise the Consideration Buyer Warrants;

Warrant Exercise Price means 125% of the VWAP Calculated Price;

Warrant Period means, with respect to the Consideration Buyer Warrants, the period commencing on Completion and ending at 5:00pm on the fourth anniversary of Completion, and, with respect to the [***] Milestone Buyer Warrants, the period commencing on the [***] Milestone Date and ending at 5:00pm on the fourth anniversary of Completion;

Warranty Claim means any General Sellers Warranty Claim or Management Sellers Warranty Claim;

Warranty Claim Period means the maximum time-period during which the Buyer is entitled to notify a Warranty Claim to the Sellers and/or the Management Sellers having regard to the provisions of clause 14.2(f).

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) a gender includes the other genders;

(c) the headings are used for convenience only and do not affect the interpretation of this Agreement;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) other grammatical forms of defined words or expressions have corresponding meanings;

(e) a reference to a document includes the document as modified from time to time and any document replacing it;

(f) a reference to a party is to a party to this Agreement and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(g) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;

(h) the word “person” includes a natural person, partnership, body corporate, association, government or local authority, agency and any body or entity whether incorporated or not;

(i) the word “month” means calendar month and the word “year” means 12 months;

(j) the words “in writing” include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

(k) a reference to a thing includes a part of that thing;

(l) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;

(m) wherever “include”, “for example” or any form of those words or similar expression is used, it must be construed as if it were followed by “without being limited to”;

(n) money amounts are stated in United States of America dollars; provided that for the purpose of implementing the Agreement and unless otherwise expressly stipulated therein, any amount not stated in United States of America dollars shall be converted into said United States of America dollars on the basis of the average of the prevailing official purchasing and selling exchange rate published by the Federal Reserve of the United States of America (Fed) as at the date of the related calculation or payment (as applicable);

(o) a reference to time is to Sydney, Australia time;

(p) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body; and

(q) any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2. Agreement to buy and sell Shares

2.1 Sale and purchase

On and subject to the terms of this Agreement:

(a) each Seller as legal owner agrees to sell to the Buyer all the Shares he/it holds immediately before Completion; Schedule 2 shows the number of Shares held by each Seller as at the Agreement Date provided that this number may be amended as a result of the exercise of any Company’s warrants set out in Schedule 2 and/or transfers subsequent to termination of any share loan agreements set out in said Schedule 2; and

(b) the Buyer agrees to purchase the Shares from the Sellers.

2.2 Date for Completion

Subject to clause 3.4, Completion must occur on the date that is the later of:

(a) 5 Business Days after the first date by which all Conditions have been fulfilled (or waived under clause 3.3); and

(b) 14 November 2014,

or such other date agreed by the Buyer and the Main Sellers and the Management Sellers in writing.

2.3 Encumbrances and rights

The Sellers must transfer the Shares to the Buyer at Completion:

(a) free from any Encumbrance; and

(b) together with all benefits and rights, including dividend and voting rights, attached or accrued to them on or after the Agreement Date.

2.4 Title and risk

The title to and the risk of the Shares:

(a) until Completion, remains solely with the Sellers; and

(b) on and from Completion, passes from the Sellers to the Buyer.

2.5 Purchase of all the Shares

The Sellers need not complete the sale, and the Buyer need not complete the purchase, of any of the Shares unless the sale and purchase of all the Shares is completed simultaneously.

2.6 Waiver of pre-emptive rights

Each Seller, by its execution of this Agreement, consents to the sale and purchase contemplated by clause 2.1 and irrevocably waives in favour of the Buyer any rights of pre-emption that that Seller has, or may have, in respect of the Shares, whether conferred by the constitution of the Company or otherwise including pursuant to the 2004 Shareholders’ Agreement.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3. Conditions precedent

3.1 Conditions precedent to Completion

Completion is conditional on each of the Conditions set out in Schedule 3 being fulfilled, or waived under clause 3.3, on or before the Completion Date.

3.2 Duties in relation to Conditions

(a) Each party must use its reasonable endeavours to ensure that the Conditions referred to in clause 3.1 are fulfilled or waived on or before the date specified in that clause.

(b) Each party must:

(i) supply each other party with copies of all applications made and documents supplied for the purpose of fulfilling any Condition;

(ii) not take any action that would, or would be likely to, prevent or hinder the fulfilment of any Condition; and

(iii) within 2 Business Days of a party becoming aware that a Condition has been fulfilled, notify, as applicable, the Buyer or the Main Sellers and the Management Sellers in writing of that fact.

(c) Nothing in this clause 3 requires a party to waive a Condition under clause 3.3 or accept unreasonable conditions or requirements imposed by Third Parties to satisfy any Condition.

3.3 Fulfilment by waiver

A Condition may be waived only:

(a) where the Condition is expressed to be for the benefit of a particular party, if, as applicable, the Buyer or the Main Sellers and the Management Sellers gives notice of waiver of the Condition to the other parties; or

(b) otherwise, if the Main Sellers and the Management Sellers and the Buyer agree in writing to waive the Condition,

but only to the extent set out in the waiver.

3.4 Failure of Condition

(a) Either the Buyer or the Main Sellers and the Management Sellers may, if not otherwise in breach of this Agreement, terminate this Agreement by giving notice to all other parties if:

(i) a Condition is not satisfied on or waived before 31 December 2014; or

(ii) a Condition having been fulfilled, does not remain fulfilled in all respects at all times until Completion.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) Subject to clause 23.3, if this Agreement is terminated under clause 3.4(a) then, in addition to any other rights, powers or remedies provided by law each party is released from its obligation to further perform this Agreement and this Agreement will have no further force of effect.

4. Purchase Price

4.1 Payment of the Purchase Price

In consideration of the Sellers agreeing to sell the Shares to the Buyer, the Buyer must pay the Purchase Price to the Sellers:

(a) by payment of the Completion Payment to the Sellers on Completion;

(b) by issuing to the Sellers (and to each Seller according to his/its Respective Proportion) the Consideration Buyer Shares on Completion, being that number of Buyer Shares calculated in accordance with the following:

A =  ^B⁄_C

where:

A = the number of Buyer Shares to be issued to the Sellers;

B = USD$3,000,000;

C = the VWAP Calculated Price

If the calculation in this clause 4.1(b) results in the number of Buyer Shares to be issued to any of Sellers pursuant to its Respective Proportion not being a whole number, then the number of Buyer Shares to be issued to said Seller under this clause 4.1(b) shall be rounded to the nearest whole number and A will be adjusted accordingly;

(c) by issuing to the Sellers (and to each Seller according to his/its Respective Proportion) the Consideration Buyer Warrants on Completion;

(d) by payment of the [---] Milestone Payment on the [---] Milestone Date;

(e) by payment on Completion of, and release to the Sellers on the [***] Milestone Date, the [***] Milestone Amount in accordance with the [***] Milestone Stakeholder Deed, subject to the condition subsequent that the [***] Milestone is met;

(f) by issuing to the Sellers (and to each Seller according to his/its Respective Proportion) the [***] Milestone Buyer Warrants on Completion; and

(g) by payment of the Retention Amount on Completion in accordance with the Retention Amount and Stakeholder Deed, as adjusted in accordance with the terms of this Agreement.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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4.2 Voluntary escrow of Consideration Buyer Shares

(a) Subject to clauses 4.2(b) and 4.2(e), without the prior written consent of the Buyer, each Main Seller and Management Seller must not Resell the Consideration Buyer Shares for a period of:

(i) with respect to 50% of the Consideration Buyer Shares, 6 months from the Completion Date; and

(ii) with respect to the remaining 50% of the Consideration Buyer Shares, 9 months from the Completion Date.

(each an Escrow Period).

(b) Following the three month anniversary of the date of issue of the Consideration Buyer Shares, if the Buyer Shares have traded on the ASX at any time (whether prior or after the aforementioned three month anniversary date) for a period of at least 20 consecutive Business Days at a price 100% higher than the VWAP Calculated Price then, subject to ASX approval, clause 4.2(a) will cease to apply.

(c) The Consideration Buyer Shares owned by the Main Sellers and the Management Sellers must be held on the Buyer’s issuer sponsored sub-register until the expiry of the applicable Escrow Period (or a shorter period having regard to clause 4.2(b) above).

(d) Subject to clause 4.2(e), the Main Sellers and the Management Sellers agree to the application of a Holding Lock to the Consideration Buyer Shares. The Buyer may apply a Holding Lock to the Consideration Buyer Shares at any time or times during the applicable Escrow Period.

(e) The Buyer must promptly remove (and if not done promptly, the Buyer irrevocably grants to each Main Seller and Management Seller a Power of Attorney to obtain from ASX the removal of) the Holding Lock with respect to Consideration Buyer Shares on the Business Day after the end of the applicable Escrow Period (if any having regard to clause 4.2(b) above).

(f) Except as expressly provided for in this clause 4.2, nothing in this document restricts the Main Sellers and the Management Sellers from exercising rights attaching to, or afforded to the Main Sellers and/or the Management Sellers in respect of, the Consideration Buyer Shares, including without limitation by:

(i) exercising any voting rights attaching to the Consideration Buyer Shares;

(ii) receiving or being entitled to any dividend, return of capital or other distribution attaching to the Consideration Buyer Shares;

(iii) receiving or participating in any right or bonus issue in connection with the Consideration Buyer Shares; and

(iv) participating in any reorganisation of Buyer’s capital, any scheme of arrangement or any takeover offer involving Buyer.

(g) No Main Seller nor Management Seller is entitled to Resell any Consideration Buyer Shares if the Resale would have the effect of breaching the Volume Limit.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(h) If a Main Seller or a Management Seller breaches this clause 4.2, subject to any rules prescribed by the ASX:

(i) the Buyer may take the steps necessary to enforce this clause 4.2 or to rectify the breach;

(ii) the relevant Main Seller or Management Seller must, upon request by the Buyer, take any steps considered by the Buyer (acting reasonably) to be necessary or desirable to enforce this clause 4.2, or to rectify the breach; and

(iii) in addition to any other rights or remedies of the Buyer, the Buyer may refuse to acknowledge, deal with, accept or register any Disposal or trade of any of the Consideration Buyer Shares.

4.3 Grant and exercise of Consideration Buyer Warrants and [***] Milestone Buyer Warrants

(a) Subject to the terms of this Agreement, the Buyer grants to the Sellers in their Respective Proportions the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants.

(b) The Consideration Buyer Warrants and the [***] Milestone Buyer Warrants may be exercised by any Seller by delivering a Warrant Exercise Notice and the Warrant Exercise Amount to the Buyer’s registered office at any time during the Warrant Period and in respect of a portion or all the Consideration Buyer Warrants and/or the [***] Milestone Buyer Warrants held as such Seller may decide. The Warrant Exercise Notice is effective when a Seller delivers it to the Buyer and when given, is irrevocable.

(c) On receipt of a Warrant Exercise Notice and the Warrant Exercise Amount, the Buyer must issue to the relevant Seller one newly issued Buyer Share for each Consideration Buyer Warrant or [***] Milestone Buyer Warrant being exercised.

(d) Any Consideration Buyer Warrants or [***] Milestone Buyer Warrants not exercised by the end of the Warrant Period will automatically lapse and be null and void. If a Consideration Buyer Warrant or a [***] Milestone Buyer Warrant is deemed null and void under this clause, then the Buyer will not be liable for any compensation to the Seller for the value of that unexercised Consideration Buyer Warrant or [***] Milestone Buyer Warrant.

(e) During the Warrant Period, each Main Seller and Management Seller must not Dispose of any Consideration Buyer Warrants and/or [***] Milestone Buyer Warrants (other than through exercising a right under this clause 4.3) or otherwise engage in any activity that creates a market in the trade of Consideration Buyer Warrants and/or [***] Milestone Buyer Warrants. Notwithstanding the foregoing, any Main Seller and/or Management Seller will be entitled to Dispose of part or all the Consideration Buyer Warrants and/or the [***] Milestone Buyer Warrants it/he holds if the beneficiary of the Disposal commits in writing to comply with the restrictions set forth in this clause 4.3 and Buyer is notified of said commitment no later than 5 Business Days before such Disposal takes place.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(f) No Main Seller nor Management Seller is entitled to Resell any Buyer Shares issued on exercise of any Consideration Buyer Warrants or [***] Milestone Buyer Warrants if said Disposal would have the effect of breaching the Volume Limit.

4.4 Acknowledgments in relation to Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants

Each Seller acknowledges and agrees that:

(a) by subscribing for and accepting the Consideration Buyer Shares, and by exercising the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants, it will be bound by the constitution of the Buyer;

(b) it has made its own enquiries concerning the Buyer and its business and affairs and that the Buyer does not make any representation or warranty to the Sellers in relation to the value or future performance of the Consideration Buyer Shares or the Consideration Buyer Warrants or the [***] Milestone Buyer Warrants;

(c) it has had access to all information that it believes is necessary or appropriate in connection with its acquisition of the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants so as to enable it to make an informed investment decision regarding those acquisitions and it is aware that publicly available information about the Buyer can be obtained from ASIC and ASX (including the ASX’s website www.asx.com.au);

(d) the acquisition, ownership and disposition of the Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants may have tax consequences in Australia and other applicable jurisdictions, which could negatively impact any return realised from the acquisition, ownership or disposition of the Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants;

(e) it is entitled to accept the Buyer’s offer of Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants in the jurisdiction in which the offer is made without the need for any disclosure document or any securities registration statement from the Buyer; and

(f) an investment in the Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants involves a degree of economic risk and it has considered the risks associated with the Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants in deciding whether to enter into this Agreement.

4.5 Manner of payment

Unless otherwise specified in this Agreement, all payments of any nature, and the issue of the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants, to the Sellers under this Agreement must be made:

(a) to the Sellers according to the Respective Proportions of each Seller, or to the person or persons and in the manner that a Seller directs in writing not less than 2 Business Days before the due date for payment; and

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) by electronic transfer to an account or accounts nominated by each Seller in writing not less than 2 Business Days before the due date for payment, or otherwise in cleared funds.

5. Conduct pending Completion

5.1 Conduct of Business

Except as otherwise provided in this Agreement, from the Agreement Date until Completion, the Company must, and the Management Sellers must ensure that the Company:

(a) manages and conducts the Business in the ordinary course of the Business, in a manner comparable to that in which it was conducted for the 12 month period before the Agreement Date and with all due care and in accordance with normal and prudent practice (having regard to the nature of the Business and past practice and so as to comply with all applicable Laws);

(b) uses its reasonable endeavours to maintain the profitability and value of the Business in all material respects;

(c) protects and maintains each of its main assets;

(d) does not, unless required or contemplated by this Agreement, or unless the Buyer first consents in writing:

(i) enter into any material contract or commitment or terminate or alter any term of any such contract or commitment;

(ii) except in the ordinary course of the Business, agree to any Liabilities of €20,000 or more;

(iii) except in the ordinary course of the Business, dispose of, agree to dispose of, Encumber or grant an option over any of the Company’s assets or any interest in those assets;

(iv) except in the ordinary course of the Business, engage any new employee, terminate the employment of any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee, or offer to do any of those things;

(v) except in the ordinary course of the Business, provide or grant any guarantee or any other security to any Third Party; and

(vi) borrow money, increase the amount of existing borrowings or draw on any credit lines other than under existing credit facilities;

Furthermore, from the Agreement Date until Completion, the Company must, and the Management Sellers and the Main Sellers must ensure, that the Company does not, unless required or contemplated by this Agreement, or unless the Buyer first consents in writing:

(vii) issue, agree to issue or grant any option to issue any equity or loan securities or any security convertible into any such securities except as a result of Company’s securities existing as at the Agreement Date as further detailed in Schedule 2;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(viii) issue any shares, or options to take up unissued shares, in the capital of the Company except as a result of Company’s securities existing as at the Agreement Date as further detailed in Schedule 2;

(ix) declare or pay any dividend, effect a buy-back of its shares or make any other distribution of its assets or profits;

(x) alter or agree to alter its constitution (statuts); or

(xi) pass any resolution other than in the ordinary course of business.

5.2 Assistance and access for Buyer

Until Completion, the Company must, and the Management Sellers must ensure that the Company:

(a) gives Marc Voigt or such other person notified to the Management Sellers in writing with a 10-day notice (together the Buyer Representatives), full and free access during normal business hours to any premises at which the Company carries on the Business and any other activities and allow any of those persons to observe the conduct of the Business and those activities;

(b) supplies to the Buyer, and any person qualifying as a Buyer Representative, any information or document in its possession or control reasonably requested concerning the Company or the Business;

(c) allows the Buyer to communicate with existing clients and suppliers of the Business with the approval of the Management Sellers; and

(d) assists the Buyer, at the Buyer’s request, to gain knowledge concerning and become familiar with the Company, its affairs and the Business.

5.3 Confidentiality

Clause 20 applies to any Confidential Information obtained by the Buyer or any person authorised by it under clause 5.2.

5.4 Financial Debt

On or before Completion, the Main Sellers and the Management Sellers must take such steps as are necessary to ensure that any and all Financial Debt is discharged in full.

5.5 Notice of material changes

Where before Completion an event occurs that has, or may have, a Material Adverse Effect on the prospects, operation, profitability or value of the Company or the value of the Shares, the Management Sellers must, immediately on becoming aware of that event, give notice to the Buyer fully describing the event. Nothing in this clause limits the Buyer’s rights under clause 17 or otherwise.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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5.6 No discussions

(a) The parties acknowledge that they entered into a letter of intent on 17 July 2014 and that by doing so, they have expressed a commitment to one another to successfully bring the transaction the subject of this Agreement to Completion.

(b) Subject to clause 5.6(c), until Completion, the Sellers must not solicit or respond to any enquiries or proposals by any person, other than the Buyer, concerning an acquisition of any Shares.

(c) The Sellers may discuss the transaction the subject of this Agreement (but not, under any circumstances, act on those discussions) with a Third Party, if the Buyer fails to despatch a notice of meeting (in respect of the meeting referred to in point 1.4 of Schedule 3) by 17 October 2014 at the latest.

6. Completion

6.1 Time and place for Completion

Completion must occur on the date determined under clause 2.2 at:

(a) the offices of K&L Gates, 116 avenue des Champs-Elysées, 75008 Paris, France at 4:00pm; or

(b) any other place or time agreed in writing between the Main Sellers and Management Sellers and the Buyer.

6.2 Sellers’ obligations at Completion

On or before Completion the Sellers must:

(a) deliver or cause to be delivered to the Buyer:

(i) duly executed share transfer forms (ordres de mouvement de titres) transferring title to the Shares to the Buyer;

(ii) duly executed tax filing forms (déclaration de cession d’action, formulaire 2759) in respect of all of the Shares;

(iii) any consents, waivers or documents necessary to evidence to the Buyer’s satisfaction that each of the Conditions has been and remains fulfilled or waived under clause 3.3;

(iv) to the extent they relate to the Company, the constitution (statuts), certificate of incorporation or registration (Kbis) (including any certificate of incorporation or registration on change of name), common seal (if any), all statutory registers (notably the share transfer registers – registre de mouvements de titres et comptes individuels d’actionnaires), minute books and other records of directors’ and shareholders’ meetings of the Company in proper order and condition, fully entered up to the Completion Date and otherwise complying with all requirements under the Law;

(v) to the extent they relate to the Company, all cheque books, financial and accounting books and Records, Taxation documents, agreements, insurance policies, title documents, licences, certificates and all other Records;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(vi) a duly completed authority for the alteration of the signatories of every bank account of the Company in the manner required by the Buyer and notified in writing to the Company not less than 3 Business Days before the Completion Date;

(vii) an original counterpart of the Retention Amount and Stakeholder Deed duly executed by each Seller and the Stakeholder;

(viii) possession of all documents (such as the certificate of registration for each registered trade mark and registered patents and patent applications, and records showing who created the work in which there is copyright and on what term) evidencing title to, and all Information necessary to enable the Buyer to fully use and enjoy each item of Owned Intellectual Property Rights, including the Intellectual Property Licences;

(ix) all current permits, licences and other documents issued to the Company under any Law relating to its business activities;

(x) all usernames, logins and passwords for any of the Company’s online registrations; and

(xi) duly executed releases and discharges of all Encumbrances or other Third Party interests registered against the Shares or any other securities, if any;

(b) procure that:

(i) the Financial Debt is fully paid out;

(ii) all facility documents in respect of the Financial Debt and the obligations of the Company under those documents cease to be of any force or effect;

(iii) all Encumbrances in respect of the Financial Debt are released by the relevant counterparties; and

(iv) reasonable evidence of the matters set out in this clause 6.2(b) are provided to the Buyer, including a signed deed of release, releasing any security interest registered against the Company in respect of the Financial Debt in a form reasonably acceptable to the Buyer;

(c) cause resolutions of the directors of the Company to be passed in which: -

(i) the registration of the transfer to the Buyer of the Shares is acknowledged;

(ii) the resignation in writing of the existing directors of the Company from their respective offices with effect from Completion (without any payment as compensation for loss of office) is acknowledged; and

(iii) all other action necessary to place the Buyer in operating control of the Company with effect from Completion is taken or done;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

25

(d) cause resolutions of the shareholders of the Company to be passed in which:

(i) the persons nominated in writing for that purpose by the Buyer and who have consented to so act are appointed as directors of the Company;

(ii) with effect from Completion, the registered office of the Company is changed to the address requested by the Buyer;

(e) deliver to the Buyer a letter (substantially in the form attached hereto as Schedule 9) signed by each resigning officer of the Company and acknowledging that he or she has no Claim against the Company for breach of contract, loss of office, redundancy, unfair dismissal, employee compensation, payment or repayment of loans except payments properly payable to him or her as an employee for accrued and unpaid salary, allowances, benefits, superannuation, holiday pay and long service leave, or as a consultant for consultancy services, up to and including the Completion Date;

(f) inform the statutory auditors of the Company (commissaires aux comptes) of the Agreement and ask them whether they will accept a resignation, the Buyer hereby acknowledging that in accordance with applicable Law the statutory auditors are free not to accept a resignation and, accordingly, the Sellers shall not assume any liability in respect thereto;

(g) ensure that all matters or actions necessary to give effect to the resolutions of the Company passed in accordance with clause 6.2(c) and 6.2(d) are done or taken;

(h) pay to the Company the following amounts (if any) paid by or accrued in the accounts of the Company:

(i) any commissions or finders fees related to or in any way connected with the transactions contemplated by this Agreement;

(ii) save as disclosed in writing to the Buyer prior to the date of this agreement, any legal, accounting or other professional adviser’s costs related to or in any way connected with the transactions contemplated by this Agreement; and

(iii) any costs of the Sellers relevant to the transactions contemplated by this Agreement that have been paid by or accrued in the accounts of the Company; and

(i) do all other acts and execute all other documents that this Agreement requires the Sellers to do or execute at Completion.

6.3 Buyer’s obligations at Completion

At Completion the Buyer must:

(a) provide any consents, waivers or documents necessary to evidence to the Sellers’ satisfaction that each of the Conditions has been and remains fulfilled (or waived under clause 3.3);

(b) pay the Completion Payment to the Sellers (or for part of the Completion Payment, pay to Third Parties as may be instructed by the Main Sellers and the Management Sellers);

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) issue and deliver the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants to the Sellers in their Respective Proportions, and provide holding statements from the Buyer’s share registry confirming the issuance;

(d) pay the [***] Milestone Amount in accordance with the [***] Milestone Stakeholder Deed;

(e) pay the Retention Amount in accordance with the Retention Amount and Stakeholder Deed;

(f) cause sufficient instruments of consent to be available to allow the Company to pass the resolutions required by clause 6.2(d)(i); and

(g) do all other acts and execute all other documents that this Agreement requires the Buyer to do or execute at Completion.

6.4 Conditions of Completion

(a) The obligations of the Buyer, the Company and the Sellers under this clause 6 are interdependent. Completion is conditional on, and will not be taken to have occurred until, the Buyer, the Company and the Sellers have each complied with all of their respective obligations under this clause 6.

On the Completion Date and immediately upon Completion, the parties must ensure that the transfer of the Shares to the Buyer is properly registered in the Company’s statutory registers (namely: the share transfer registers – registre de mouvements de titres et comptes individuels d’actionnaires).

(b) If either the Buyer or the Sellers fail to fully comply with their obligations under this clause 6 and Completion does not occur, then, as applicable, the Main Sellers and the Management Sellers together or the Buyer may issue:

(i) a notice to complete; or

(ii) a notice of termination.

(c) If said party(ies) issue a notice to complete then Completion must occur on the new date set out in the notice and compliance with the notice will be an fundamental term, which, if not satisfied, will entitle said party to terminate this agreement;

(d) If the Buyer or the Main Sellers and the Management Sellers, as applicable, issue a notice of termination then this Agreement terminates on the date set out in the notice and each of the Sellers and the Buyer must promptly:

(i) return to the other all documents delivered to it under this clause 6;

(ii) repay to the other all payments received by it under this clause 6; and

(iii) do everything reasonably required by the other to reverse any action taken under this clause 6,

without prejudice to any other rights any party may have in respect of that failure.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7. Rights and obligations after Completion

7.1 Sellers’ assistance following Completion

For 20 Business Days after Completion, if the Buyer, acting reasonably, gives the Management Sellers notice (Assistance Notice) to that effect, the Management Sellers must at their own expense:

(a) provide the Buyer with any information in the possession or control of the Management Sellers (not otherwise disclosed as part of the Disclosure Material, or the Additional Disclosure Material, or the Completion deliveries set forth in clause 6 above) concerning the matters, if any, relating to the Company or the Business (or both) specified in the Assistance Notice; and

(b) if so requested in the Assistance Notice, attend at the Company’s laboratories (located at the University Paris-Sud (Paris XI) – UFR de Pharmacie – Tour E2) to assist the Buyer to gain knowledge concerning the Company or the Business (or both) at the times specified in the Assistance Notice (being times not earlier than 2 Business Days after receipt of the Assistance Notice).

7.2 Access to Records

(a) The Sellers may retain after Completion copies of any Records necessary for the Sellers to comply with any applicable Law (including Tax Law) and to prepare Tax and other returns required of the Sellers by Law.

(b) The Buyer must ensure that the Company retains all Records required to be retained by Law existing at Completion for the period that they are required to be retained by Law after Completion.

(c) Without limiting clause 7.2(a), the Buyer must ensure that the Sellers are promptly afforded reasonable access to the Records referred to in clause 7.2(b) on reasonable request by the Sellers for the purpose of enabling the Sellers to do all or any of the following:

(i) comply with any applicable Law (including a Tax Law);

(ii) prepare any financial statement or Tax return; and

(iii) defend or deal with any Claim against the Sellers.

8. Retention Amount and [***] Milestone Amount

The Retention Amount must be held in accordance with the Retention Amount and Stakeholder Deed and the [***] Milestone Amount must be held in accordance with the [***] Milestone Stakeholder Deed.

9. Obligations until registration of transfer

9.1 Buyer’s obligation to register

The Buyer must ensure that all registrations required by Law (if any) regarding the transfer of the Shares to the Buyer takes place as soon as possible after Completion.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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10. Tax matters

10.1 Payment of Transfer Tax

As soon as possible after Completion, the Buyer will attend to payment of the Transfer Tax to the relevant Government Agency.

10.2 Completion of Tax returns and calculations

(a) As soon as practicable after Completion, the Buyer must procure that the Company prepares all Tax returns that have not been lodged for periods of account concluded before Completion and deliver a copy in draft form to the Main Sellers and the Management Sellers.

(b) For any period of account which commences before but ends on or after Completion, the Buyer must as soon as practicable after the end of that period, procure that the Company prepares a Tax return for that period and deliver a copy in draft form to the Main Sellers and the Management Sellers.

(c) Both the Main Sellers and the Management Sellers and the Buyer must co-operate fully with each other in the preparation of each Tax return referred to in clauses 10.2(a) and 10.2(b).

(d) A Tax return referred to in clause 10.2(a) must not be filed with the relevant Government Agency until:

(i) the Main Sellers and the Management Sellers have agreed to the substance of the Tax return, and in this regard, the Main Sellers and the Management Sellers have 10 Business Days from receipt of the Tax return (Revision Period) to notify the Buyer of any revisions sought (Revision Notice);

(ii) the Revision Period lapses and no Revision Notice has been received by the Buyer; or

(iii) the Revision Period lapses after the Main Sellers and the Management Sellers give a Revision Notice but any revision suggested has not been agreed to by the Buyer within 5 Business Days after the end of the Revision Period, in which case the Main Sellers and the Management Sellers and Buyer must refer the matter to an Expert and the Tax return to be lodged by the Company will be amended as required to reflect the Expert’s determination of the Tax treatment.

10.3 Tax enquiries or audits by Government Agency

(a) If the Buyer or the Company receives any written communication or notice from any Government Agency of any enquiry, including any request for information, notice to produce documents, audit, review or request for a meeting (Tax Enquiry):

(i) relating to the Company;

(ii) wholly or partially in relation to the period before Completion; and

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iii) that is likely to lead to a circumstance as a result of which the Buyer, would make a Warranty Claim,

then the Buyer or the Company must promptly notify the Main Sellers and the Management Sellers of that fact in writing within 10 Business Days after receipt of the Tax Enquiry.

(b) In the event of a Tax Enquiry:

(i) the Buyer and the Company:

(A) must undertake discussions and communications with the relevant Government Agency in relation to the Tax Enquiry; and

(B) must conduct and defend any issue against the Company;

(C) may, with the prior written consent of the Main Sellers and the Management Sellers, settle any such issue;

(ii) the Main Sellers and the Management Sellers may make submissions to the Buyer regarding any Tax Enquiry; and

(iii) if requested by the Buyer and the Company, the Main Sellers and the Management Sellers must provide to the Buyer and the Company all assistance as is reasonably necessary to complete the actions set out in clause 10.3(b)(i) above.

(c) For the avoidance of doubt, the Buyer and the Company have, subject to the above, full control of all Tax Enquiries.

11. Completion Accounts

11.1 Preparation

Within 30 days after Completion (or such later date as the Main Sellers and the Management Sellers and the Buyer agree), the Buyer must:

(a) cause the Company to prepare the Completion Accounts in accordance with the requirements of the Accounting Standards and consistent with the example set out in Schedule 6;

(b) cause the Company to calculate the Completion Working Capital required by clause 11.5 by using the information in the Completion Accounts; and

(c) cause its accountant to prepare and provide to the Main Sellers and the Management Sellers and the Buyer, a written statement addressed to the Main Sellers and the Management Sellers, the Buyer and the Company (Certificate) containing:

(i) a copy of the Completion Accounts;

(ii) the Buyer’s accountant’s calculation of the Completion Working Capital, together with details as to how this amount was calculated; and

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

30

(iii) a certification that in the Buyer’s accountant’s opinion, the Completion Accounts have been prepared and the Completion Working Capital have been calculated, in accordance with this Agreement.

11.2 Invoicing before Completion

(a) The Management Sellers must ensure that the Company is properly invoiced before Completion for all goods or services provided to or liabilities incurred by:

(i) the Company before the Calculation Time; or

(ii) the Sellers before the Calculation Time and properly chargeable to the Company,

and that the amount of those invoices are taken into account in preparing the Completion Accounts.

(b) The Sellers will not be in breach of clause 11.2(a) in respect of an amount not invoiced to the Company under that clause, to the extent that the Management Sellers notify that amount to the Buyer and advise the latter to instruct its accountant to include an appropriate provision or accrual in the Completion Accounts for that amount.

11.3 Main Sellers’ and Management Sellers’ rights of access

For a period of 21 days beginning on the day after the date on which the Certificate is given to the Main Sellers and the Management Sellers under clause 11.1(c), the Buyer must ensure that the Main Sellers and the Management Sellers (including any of its advisers) are given such access as is reasonably required to the Records and the Business to enable the Main Sellers and the Management Sellers to consider the Completion Accounts and the Certificate.

11.4 Resolution of Disputes

(a) Within 30 days after the date on which the Certificate is given to the Main Sellers and the Management Sellers under clause 11.1(c) (Objection Period), the Main Sellers and the Management Sellers or the Buyer may dispute any amount set out in the Completion Accounts or the Certificate by giving notice (Objection Notice) to the other stating the amount or amounts in dispute and the reasons for that dispute (Completion Statement Dispute).

(b) If at the end of the Objection Period there is no Completion Statement Dispute, all amounts set out in the Completion Accounts and the Certificate are final and binding on the parties.

(c) If there is a Completion Statement Dispute but it is not resolved by the the Buyer and the Main Sellers and the Management Sellers nor referred to an Expert in accordance with clause 11.4(d), all amounts set out in the Completion Accounts and the Certificate are final and binding on the parties and the Completion Statement Dispute is taken to be resolved.

(d) If an Objection Notice is given under clause 11.4(a), then the Main Sellers and the Management Sellers and the Buyer must use their reasonable endeavours to resolve the Completion Statement Dispute between themselves. If the Main Sellers and the Management Sellers and the Buyer are unable to resolve the

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Completion Statement Dispute within 5 Business Days after the Objection Notice is given, the Buyer and the Main Sellers and the Management Sellers must refer the Completion Statement Dispute to an Expert for determination under clause 22.

11.5 Adjustment of Purchase Price

If the Completion Working Capital as set out in the Certificate or determined under clause 22 (as applicable) is:

(a) less than Target Working Capital by more than USD$100,000, the Sellers must, pay to the Buyer an amount equal to the difference shown less USD$100,000 as a decrease in the Purchase Price;

(b) higher than Target Working Capital by more than USD$100,000, the Buyer must pay in cash to the Sellers up to their Respective Proportions an amount equal to the difference shown less USD$100,000 as an increase in the Purchase Price;

(any such decrease or increase amount in the Purchase Price, the Adjustment Amount).

11.6 Payment of Adjustment Amount

The Sellers or Buyer must pay the Adjustment Amount (if any) in clause 11.5 to the Buyer or Sellers:

(a) within 2 Business Days after the end of the Objection Period; or

(b) where at the end of the Objection Period a Dispute exists, within 5 Business Days after the dispute is resolved under clause 11.4 or determined under clause 22(as applicable); and

(c) if the Sellers are required to pay any Adjustment Amount then up to USD$200,000 shall be made by way of deduction against the Retention Amount.

11.7 Minimum amount of claim

If the amount in Dispute under clause 11.4 is less than, in aggregate, USD$10,000:

(a) no party may give an Objection Notice; and

(b) the Completion Accounts as determined by the Buyer’s accountant is final and binding on the parties, and any necessary adjustment under clause 11.5 must be made.

11.8 Obligations of the parties

The Main Sellers and the Management Sellers and the Buyer must each act in good faith towards the other and co-operate with the other in the preparation of the Completion Accounts and the calculation of the Completion Working Capital.

11.9 Costs

All costs of and incidental to the preparation of the Completion Accounts and the Certificate must be paid by the Buyer.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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12. Sellers’ Warranties

12.1 Warranties

(a) The Sellers warrant and represent to the Buyer and the Company as an inducement to the Buyer to enter into this Agreement that, subject to the limitations in this clause 12 and clause 14, each of the General Sellers’ Warranties as set out in Schedule 4 (Part A) is true and accurate at the Agreement Date and, except as expressly stated, will be true and accurate at Completion (the “General Sellers’ Warranties”).

(b) The Management Sellers warrant and represent to the Buyer and the Company as an inducement to the Buyer to enter into this Agreement that, subject to the limitations in this clause 12 and clause 14, each of the Management Sellers’ Warranties as set out in Schedule 4 (Part B) is true and accurate at the Agreement Date and, except as expressly stated, will be true and accurate at Completion (the “Management Sellers Warranties” and together with the General Sellers Warranties, the “Sellers’ Warranties”).

12.2 Disclosure Material

The Buyer acknowledges that the Sellers’ Warranties and any other Claim by the Buyer are qualified by, and subject to, all information fully and fairly disclosed in the Disclosure Material and the Additional Disclosure Material.

12.3 Separate warranties

Each of the Sellers’ Warranties is a separate warranty and is not limited or restricted by any other warranty, except if that limit or restriction is clearly stated in the relevant Sellers’ Warranty.

12.4 Sellers must notify breaches

The Sellers must (whether before or after Completion) disclose to the Buyer anything which has or will constitute a material breach of a Sellers’ Warranty or cause a Sellers’ Warranty to be untrue or inaccurate, as soon as practicable after the Sellers become aware of it.

12.5 Qualification as to knowledge

Where any statement in the Sellers’ Warranties is qualified by a Seller’s awareness or knowledge, in order to establish that the statement is true in any respect, that statement will be deemed to include an additional statement that vis à vis said Seller:

(a) it has been made after reasonable enquiries of the officers of this Seller or the Seller’s representative seating on the Company’s board of directors, and includes all matters, events or circumstances of which such Seller should reasonably be aware or know; and

(b) where those enquiries would have prompted a reasonable person to make further enquiries, those further enquiries have been reasonably made.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

33

13. Indemnification for Warranty Claims

(a) Subject to clauses 12 and 14, if the Buyer makes a General Sellers Warranty Claim and notifies the relevant Seller(s) to that effect, then the Seller(s), as the case may be, jointly but not severally, indemnifies(y) and must keep indemnified, the Buyer and the Company from and against any Claim or Liability that the Buyer or the Company pays, suffers, incurs or is liable for as a direct or indirect result of the General Sellers’ Warranty made by said Seller(s) being untrue or inaccurate.

(b) Subject to clauses 12 and 14, if the Buyer makes a Management Sellers Warranty Claim and notifies the Management Sellers to that effect, then the Management Sellers, jointly but not severally, indemnify and must keep indemnified, the Buyer and the Company from and against any Claim or Liability that the Buyer or the Company pays, suffers, incurs or is liable for as a direct or indirect result of the Management Sellers’ Warranty being untrue or inaccurate.

14. Claiming under the Sellers’ Warranties

14.1 Notice of Claims

If after Completion the Buyer becomes aware of a matter that may give rise to a Warranty Claim (whether as a result of a Third Party Claim or not), then the Buyer must notify, as applicable, the relevant Sellers or Management Sellers of said Warranty Claim in writing as soon as practicable after the Buyer becomes aware of the matter and no later than 5 Business Days thereafter, and must provide the relevant Sellers or Management Sellers, as applicable, with reasonable details of the matter and an estimate of the amount involved.

Where the Warranty Claim is a Management Sellers Warranty Claim, the Buyer shall simultaneously to the notification to the Management Sellers send a copy of said notification to the Stakeholder.

14.2 Maximum amount the Buyer may recover

(a) The maximum total amount the Buyer may recover for all Warranty Claims must not exceed the Retention Amount, except for Claims relating to title to Shares which is capped at the Purchase Price.

(b) No Warranty Claim can be made by the Buyer if the value of the Claim or Liabilities giving rise to said Warranty Claim is less than USD$20,000, and the Buyer shall not be entitled to any Claims unless the Warranty Claims in the aggregate totalize at least USD$100,000 and, in such a case, the Buyer may recover the full amount of the Claims made.

(c) For the avoidance of doubt, no limit applies to any Warranty Claims arising from fraud or wilful misrepresentation or omission.

(d) The amount the Buyer may recover for all Warranty Claims shall be reduced (i) to take into account any actual net Tax benefit arising from the Claim or Liabilities giving rise to a Warranty Claim and (ii) to take into account any amount received by the Buyer and or the Company with respect to such Claim or Liabilities.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(e) The Sellers are not liable to the Buyer for any Claim under or in relation to or arising out of this Agreement including, a breach of a Sellers’ Warranty:

(i) if the Buyer has failed strictly to comply with clause 14.1;

(ii) if the Buyer has ceased after Completion and when the Claim is made to own or control the Company or its assets;

(iii) if the Claim is as a result of or in respect of any legislation not in force at the date of this Agreement (including legislation which takes effect retrospectively);

(iv) to the extent that the Claim arises or is increased as a result only of an increase in the rates, method of calculation or scope of Taxes after Completion;

(v) to the extent that the Claim arises or is increased as a result of any change in accounting standards after Completion;

(vi) if the Claim arises or is increased as a result of action taken or not taken by the Sellers after consultation with and the prior written approval of the Buyer; or

(vii) to the extent that provision has been made for any fact, matter or circumstance giving rise to a Claim in the Accounts.

(f) The Buyer may not make any Claim under this Agreement including for a breach of Sellers Warranty unless full details of the Claim have been notified to the relevant Seller(s) in accordance with Clause 14.1 before the first anniversary of Completion. A Claim will not be enforceable against any relevant Seller(s) and is to be taken for all purposes to have been withdrawn unless arbitration request has been filed pursuant to clause 23.14 in connection with the Claim within 6 months after written notice of the Claim in accordance with clause 14.1 and, in any case, no later than 18 months following Completion.

14.3 Payments by Sellers

Unless otherwise specified in this Agreement or agreed between the parties, all payments made by any Seller(s) to the Buyer under this Agreement must be made to the Buyer by cash, bank cheque or electronic funds transfer. If a law compels the Sellers to make a deduction or withholding, then the Sellers must ensure that deduction or withholding does not exceed the minimum amount required by law.

14.4 Right of Set Off

Any moneys which the Management Sellers are liable to pay to the Buyer under clauses 12, 13 and this clause 14 shall be paid to the Buyer by way of set-off against the Retention Amount.

14.5 Reduction in Purchase Price

Any payment made in respect of a Claim for breach of a Sellers’ Warranty is deemed to be a reduction in the Purchase Price.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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15. Not used

16. Buyer’s Warranties

16.1 Warranties

The Buyer warrants to the Sellers that:

(a) the execution and delivery of this Agreement has been properly authorised by all necessary corporate action of the Buyer;

(b) the Buyer has full corporate power and lawful authority to execute and deliver this Agreement and to perform, or cause to be performed, its obligations under this Agreement and, without limiting the foregoing, to issue the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants; upon Completion, the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants will constitute, as applicable, validly issued Buyer Shares granting the same rights as any other Buyer Shares and validly issued Buyer’s warrants entitling the Sellers to subscribe to Buyer Shares granting the same rights as any other Buyer Shares in full compliance with the terms of this Agreement, free of any Encumbrances other than stipulated in this Agreement or resulting from applicable Law ;

(c) the offer and issue of the Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants (and the issue of Buyer Shares on exercise of the Consideration Buyer Warrants and [***] Milestone Buyer Warrants) to the Sellers does not, and will not, require Buyer shareholder approval other than as set out in this Agreement and will not cause the Sellers to be in breach of Law or the ASX listing rules;

(d) this Agreement constitutes a legal, valid and binding obligation on the Buyer enforceable in accordance with its terms by appropriate legal remedy;

(e) none of the following has occurred and is subsisting, or is threatened, in relation to the Buyer:

(i) an application or order made, proceeding commenced, resolution passed or proposed in a notice of meeting, petition presented, meeting convened or other step taken for:

(A) the winding up, dissolution, bankruptcy or administration of the Buyer; or

(B) the Buyer entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;

(ii) the Buyer:

(A) being (or being taken to be under applicable legislation) unable to pay its debts as and when they fall due; or

(B) stopping or suspending, or threatening to stop or suspend, payment of all or a class of its debts; or

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

36

(iii) the appointment of an administrator, receiver, receiver and manager, liquidator, provisional liquidator or similar person to the Buyer or any of its assets;

(f) this Agreement does not conflict with or result in the breach of or default under any provision of its constitution or any material term or provision of any agreement, deed, writ, order or injunction, judgment or Law to which it is a party or a subject or by which it is bound; and

(g) there are no Claims pending or threatened against it or to its knowledge by, against or involving any person which may have a material effect on the sale and purchase of the Shares in accordance with this Agreement.

16.2 Warranties true on Completion

The Buyer warrants to the Sellers that each of the warranties set out in clause 16.1 is true and accurate, and not misleading or deceptive, at the Agreement Date and, except as expressly stated in this Agreement, will be true, accurate and not misleading or deceptive at Completion.

17. Termination by Buyer before Completion

17.1 Termination events

Each of the following is a termination event for the purposes of this clause 17:

(a) the Sellers breach a material term of this Agreement;

(b) any Sellers’ Warranty is or becomes untrue when made or regarded as made under this Agreement (except to the extent fully and fairly disclosed in the Disclosure Material) and results in a Material Adverse Effect;

(c) a Material Adverse Effect occurs since the Accounts Date that was not disclosed in the Disclosure Material; and

(d) any Additional Disclosure Material provided reveals a Material Adverse Effect.

17.2 Right of Buyer to terminate

If:

(a) a termination event occurs under clause 17.1;

(b) the Buyer notifies the Sellers of that event within 5 Business Days after becoming aware of it, giving reasonable details of the relevant event; and

(c) the Sellers are unable to remedy the termination event within 5 Business Days after receiving the notice (or such longer period or periods as may be allowed by the Buyer in writing),

then the Buyer may by giving notice to the Sellers at any time before Completion elect to terminate its obligation to buy the Shares and to perform its other obligations under this Agreement, in which event this Agreement terminates at the time the Buyer gives the notice.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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17.3 Remedies cumulative

The Buyer may exercise its right of termination under this clause 17 without affecting any of its other rights and remedies.

18. Assistance in relation to change of control

18.1 Consent of other persons

If any:

(a) Intellectual Property Licence; or

(b) other contract in force at the Agreement Date to which the Company is a party and which is material to the Business,

requires the consent (Required Consent) of the relevant licensor or counterparty (each a Contract Party) as a consequence of the sale or proposed sale of the Shares to the Buyer, then the Management Sellers and the Buyer must each use their reasonable endeavours to obtain the Required Consent before Completion.

18.2 Where consents not obtained

(a) If a Required Consent has not been obtained on or before Completion in respect of a contract or other commitment referred to in clause 18.1(a) or 18.1(b) (Relevant Contract), then from the Completion Date until the Required Consent is obtained, and to the fullest extent permitted by the terms of the Relevant Contract:

(i) the Management Sellers and the Buyer must each continue to use their reasonable endeavours to obtain the Required Consent as soon as possible; and

(ii) in respect of the period from Completion until the Required Consent is obtained, the Buyer must procure that the obligations of the Company under the Relevant Contract are observed and performed.

(b) If a Required Consent is not able to be obtained within 2 months of the Completion Date (or such other date agreed between the Management Sellers and the Buyer), the Management Sellers must use their best endeavours to facilitate the negotiation of an alternate arrangement with the Contract Party.

18.3 Third party costs

Nothing in this clause 18 requires the Sellers to pay or incur any costs or expenses of any Third Party, including a Contract Party.

18.4 Disclosure of Confidential Information

(a) A Receiving Party may disclose Confidential Information to any Contract Party but only for the purpose of securing, and only to the extent necessary to secure, the Required Consent of that Contract Party or otherwise to comply with the Sellers’ or the Company’s obligations to the Contract Party.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) The provisions of clause 20 apply to any disclosure of Confidential Information under clause 18.4(a) as if the Contract Party were a Recipient (as defined in clause 20.3).

19. Public announcements

19.1 Making announcements

A party must not make, or authorise or cause to be made, any public announcement relating to the negotiations between the parties or the subject matter of this Agreement unless:

(a) it has the prior written consent of each other party; or

(b) it is required to do so by Law, or by the rules of any Financial Market to which a party, or a Related Body Corporate of a party, is subject.

19.2 Requirements

If a party is required to make a public announcement under clause 19.1(b), it must before doing so, to the extent practicable and as soon as reasonably possible:

(a) notify each other party of the proposed announcement;

(b) consult with each other party as to its content; and

(c) use reasonable endeavours to consider any reasonable request by any other party concerning the proposed announcement.

20. Confidentiality

20.1 Obligations of confidentiality

Subject to clauses 20.2, 20.3 and 18.4, the Receiving Party must:

(a) keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;

(b) take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;

(c) not memorise, use, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement; and

(d) take all reasonable steps to ensure that any person to whom the Receiving Party is permitted to disclose Confidential Information under clause 20.3 complies at all times with the terms of this clause 20 as if that person were a Receiving Party.

20.2 Exceptions

The obligations of confidentiality under clause 20.1 do not apply to:

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(a) a disclosure has been made in accordance with clause 5.6;

(b) any Confidential Information that:

(i) is disclosed to the Receiving Party by a Third Party entitled to do so, whether before or after the Agreement Date;

(ii) was already lawfully in the Receiving Party’s possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or

(iii) is generally available to the public at the Agreement Date or subsequently becomes so available other than by reason of a breach of this Agreement; or

(c) any disclosure of Confidential Information by the Receiving Party that is required by Law or the rules of any Financial Market to which a party, or a Related Body Corporate of a party, is subject if, to the extent practicable and as soon as reasonably possible, the Receiving Party:

(i) notifies the Disclosing Party of the proposed disclosure;

(ii) consults with the Disclosing Party as to its content; and

(iii) uses reasonable endeavours to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure.

20.3 Authorised disclosure

A Receiving Party may disclose Confidential Information to any Related Entity, employee, agent, contractor, officer, professional adviser, banker, auditor or other consultant of the Receiving Party (each a Recipient) only if the disclosure is made to the Recipient strictly on a “need to know basis” and, before the disclosure:

(a) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed;

(b) the Recipient undertakes to the Receiving Party (for the benefit of the Disclosing Party) to be bound by the obligations in this clause 20 as if the Recipient were a Receiving Party in relation to the Confidential Information to be disclosed to the Recipient; and

(c) if requested to do so by the Disclosing Party, the Recipient signs an undertaking or deed in a form acceptable to the Disclosing Party (and for the benefit of the Disclosing Party) agreeing to be bound by the obligations in this clause 20 as if it were a Receiving Party in relation to the Confidential Information to be disclosed to the Recipient.

20.4 Return or destruction of Confidential Information

Immediately on the written request of the Disclosing Party or on the termination of this Agreement for any reason, a Receiving Party must:

(a) cease the use of all Confidential Information of or relating to the Disclosing Party (or any Related Entity of the Disclosing Party);

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) deliver to the Disclosing Party all documents and other materials in its possession or control containing, recording or constituting that Confidential Information or, at the option of the Disclosing Party, destroy, and certify to the Disclosing Party that it has destroyed, those documents and materials; and

(c) for Confidential Information stored electronically, permanently delete that Confidential Information from all electronic media on which it is stored, so that it cannot be restored.

20.5 Liability for breach by Recipient

The Receiving Party is liable for any breach of this clause 20 by a Recipient as if the Recipient were a Receiving Party in relation to the Confidential Information disclosed to the Recipient.

20.6 Post Completion

On and from Completion:

(a) all Information in the possession or control of the Sellers relating to or in any way connected with the Company will be deemed to be “Confidential Information” of or relating to the Buyer for the purposes of this clause 20 and the Sellers must comply with the provisions of this clause 20 as if the Sellers were a “Receiving Party” of that Confidential Information; and

(b) the Buyer may make use of the Confidential Information of or relating to the Company as it sees fit and without restriction under this Agreement.

21. Restrictive covenant

21.1 Restrictions

Except as otherwise set forth by this Agreement or any agreement entered into in accordance with this Agreement, each Management Seller must not, in any capacity including on its own account or as a member, shareholder, unitholder, director, partner, joint venturer, employee, trustee, beneficiary, principal, agent, adviser, contractor, consultant, manager, associate, representative or financier or in any other way or by any other means:

(a) during the period specified in clause 21.3 (Restraint Period) participate in, be interested in, assist with or otherwise be directly or indirectly involved, engaged, concerned or interested in a business, activity or operation that is the same as, or competitive with, the Business or any material part of it (Restrained Business);

(b) during the Restraint Period, solicit, canvas, deal with, approach or accept an approach from any person who is at Completion, or was at any time during the 12 month period ending on the Completion Date, a customer or supplier of the Business or the Company, with any purpose of, or having the effect of, obtaining the custom or services of that person in a Restrained Business;

(c) at all times, represent itself as being or do anything to suggest it is in any way connected with, interested in or associated with the Business or the Company (except as its proprietor before Completion or former proprietor after Completion) unless agreed otherwise by the Buyer in writing;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) during the Restraint Period, solicit, canvas, encourage, approach or accept an approach from, induce, or endeavour to do so, any person who is at Completion, or was at any time during the 12 month period ending on the Completion Date, a director, employee, agent, associate, contractor or advisor of the Company, to leave the office, employment or agency of, or association with, the Company;

(e) during the Restraint Period, interfere with the business of the Company or divulge to any person any information concerning the business of the Company or any of its dealings, transactions or affairs; or

(f) during the Restraint Period, interfere to the detriment of the Company with the relationship between the Company and its clients, customers, employees or suppliers.

21.2 Affiliates

Each Management Seller must ensure that no:

(a) Associate or member of that Management Seller;

(b) spouse, domestic partner, first-degree relative by blood or adoption of that Management Seller or spouse of such a relative (Relative); or

(c) body corporate which that Seller, a member of that Management Seller, an Associate of that Management Seller or any Relative Controls,

(each an Affiliate) does any of the things that the Management Sellers cannot do under clause 21.1.

21.3 Restraint Period

The period referred to in clause 21.1 is each of the following periods separately:

(a) with respect to restriction in clause 21.1 (a), 2 years from the Completion Date; and

(b) With respect to restriction in clause 21.1 (b) to 21.1(f), 12 months from the Completion Date.

21.4 Permitted involvement

Nothing in this clause 21 prevents any of the Management Sellers or any of a Management Sellers’ Affiliate holding in aggregate less than 5% of the issued shares of a body corporate, or interests in a registered managed investment scheme.

21.5 Independence of restrictions

Each:

(a) covenant in the paragraphs of clauses 21.1 and 21.2;

(b) paragraph of the Restraint Period definition in clause 21.3; and

(c) paragraph of the Restraint Area definition in clause 21.3(a),

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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is a separate and independent covenant of each Management Seller. They can be combined and each combination is a separate covenant and restriction, although they are cumulative in effect.

21.6 Severability

For the avoidance of any doubt, if any of the separate and independent covenants or restrictions set out in this clause 21 is or becomes invalid or unenforceable for any reason:

(a) clause 23.7 of this Agreement applies; and

(b) without limiting the operation of that clause, if the covenant or restriction in question would be valid or enforceable if any activity was deleted or the area or time was reduced, then the clause must be read down by deleting that activity, or reducing that period or area, to the minimum extent necessary to achieve that result.

21.7 Reasonableness of restraint

Each Management Seller acknowledges that each of the restrictions imposed by this clause 21:

(a) is reasonable in its extent (as to duration, geographical area and restrained conduct) having regard to the interests of each party to this Agreement; and

(b) extends no further, in any respect, than is reasonably necessary and is solely for the protection of the Buyer in respect of the goodwill of the Business.

21.8 Legal advice

Each Seller acknowledges that in relation to this Agreement, and in particular each Management Seller in relation to this clause 21, each Seller has received legal advice or has had the opportunity of obtaining legal advice.

21.9 Injunction

Each Management Seller acknowledges and agrees that monetary damages alone may not be adequate compensation to the Buyer for a breach by any of the Management Sellers of this clause 21 and that the Buyer is entitled to seek injunctive relief from a court of competent jurisdiction if:

(a) a Management Seller fails to comply with any obligation under this clause 21 or threatens to do so; or

(b) the Buyer has reason to believe a Management Seller will not comply with any obligation under this clause 21.

22. Dispute resolution

22.1 Delivering a dispute notice

(a) If the Main Sellers and the Management Sellers and the Buyer have been unable to resolve any dispute arising between them regarding the calculation of the Adjustment Amount (including the preparation of the Completion Accounts)

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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and/or preparation of Tax returns in accordance with clause 10.2 (Dispute), then the Main Sellers and the Management Sellers and the Buyer must refer the Dispute to an Expert for determination in accordance with this clause 22.

(b) This clause is limited to only Disputes. Any other disputes between the parties must be dealt with in accordance with clause 23.14.

(c) For the purposes of this clause, the Expert means Ernst and Young Paris or if they are unable to act, an independent accounting firm of similar standing appointed jointly by the Main Sellers and the Management Sellers and the Buyer or, failing agreement within 5 Business Days following notification by Ernst and Young Paris that they are unable to act, appointed at the request of the Main Sellers and the Management Sellers or the Buyer by the International Centre of Expertise in accordance with the provisions for the appointment of experts under the Rules for Expertise of the International Chamber of Commerce (“ICC”).

22.2 Determination by Expert

The Expert:

(a) must conduct its determination in accordance with the Rules for Expertise of the International Chamber of Commerce (“ICC”);

(b) will act as an expert and not as an arbitrator;

(c) may determine the time, place and procedures (which will be as informal as is consistent with the proper conduct of the matter) for the determination by the Expert, having regard to the nature of the Dispute and the provisions of this Agreement;

(d) may communicate privately with the Buyer and the Main Sellers and the Management Sellers or with their lawyers;

(e) may or may not allow the appearance of lawyers on behalf of the Buyer or the Main Sellers and the Management Sellers provided they are treated equally;

(f) may accept written submissions from a party in relation to the Dispute, provided a copy of the submission is also given, as applicable, to all the Buyer or to the Main Sellers and the Management Sellers;

(g) may co-opt other expert assistance; and

(h) must deal with any matter as expeditiously as possible and by no later than 20 Business Days after referral to the Expert.

22.3 Obligations of parties

If an Expert is required to resolve a Dispute:

(a) the Expert’s determination will, except in the case of manifest error, be final and binding on the parties;

(b) the Buyer and the Main Sellers and the Management Sellers must attend the sessions with the Expert and make a determined and genuine effort to resolve the Dispute as soon as reasonably possible;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) without limiting clause 22.3(a), the Buyer and the Main Sellers and the Management Sellers must use their best endeavours to make available to the Expert all information relevant to the Dispute and which the Expert reasonably requires in order to resolve the Dispute;

(d) everything that occurs before the Expert must be in confidence and in closed session;

(e) all discussions must be without prejudice;

(f) each party must pay its own costs of complying with this clause and the costs of the Expert and any other costs of complying with this clause must be shared half as to the Sellers and half as to the Buyer; and

(g) the parties must continue performing their obligations under this Agreement while the Dispute is being resolved.

23. General

23.1 Nature of obligations

(a) Save as otherwise provided in this Agreement, any provision in this Agreement which binds more than one person binds all of those persons jointly and each of them severally.

(b) Each obligation imposed on a party by this Agreement in favour of another is a separate obligation. Unless specified otherwise, the performance of one obligation is not dependent on the performance of any other obligation.

23.2 Entire understanding

(a) This Agreement and the Retention Amount and Stakeholder Deed contain the entire understanding between the parties concerning the subject matter of the Agreement and supersedes, terminates and replaces all prior agreements and communications between the parties.

(b) Each party acknowledges that, except as expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of another party in relation to the subject matter of this Agreement.

23.3 Survival of obligations

(a) Clauses 1 (Definitions and interpretation), 19 (Public announcements), 20 (Confidentiality) and 23 (General) shall survive termination of this Agreement however arising.

(b) On termination under clause 3.4 or clause 17, no party has any obligation or liability to any other party, except in connection with claims that arose before termination.

23.4 No adverse construction

This Agreement, and any provision of this Agreement, is not to be construed to the disadvantage of a party because that party was responsible for its preparation.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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23.5 Further assurances

A party, at its own expense (unless otherwise provided in this Agreement) and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Agreement.

23.6 No waiver

(a) A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right.

(b) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement.

(c) A waiver of a breach does not operate as a waiver of any other breach.

23.7 Severability

Any provision of this Agreement which is invalid in any jurisdiction must in relation to that jurisdiction:

(a) be read down to the minimum extent necessary to achieve its validity, if applicable; and

(b) be severed from this Agreement in any other case,

without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

23.8 Successors and assigns

This Agreement binds and benefits the parties and their respective successors and permitted assigns under clause 23.9.

23.9 No assignment

A party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of each other party, such written consent not to be unreasonably withheld.

Notwithstanding the above, any Seller will be free to assign or otherwise transfer the benefit of this Agreement to any Third Party controlling, controlled by or being under the same control as this Seller or, if such Seller is a fund, to any entity being managed by its management company or any Third Party controlling, controlled by or being under the same control as said management company (provided that for the purpose hereof, “control” shall have the meaning ascribed to it by the Law of the place of incorporation of the relevant Seller).

23.10 Consents and approvals

Where anything depends on the consent or approval of a party then, unless this Agreement provides otherwise, that consent or approval may be given conditionally or unconditionally or withheld, in the absolute discretion of that party.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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23.11 No variation

This Agreement cannot be amended or varied except in writing signed by the parties.

23.12 Costs

Each party must pay its own legal costs of and incidental to the preparation and completion of this Agreement.

23.13 Duty or registration fee

(a) Any duty or registration fee (including related interest or penalties) payable in respect of this Agreement or any instrument created in connection with it must be paid by the Buyer.

(b) The Buyer undertakes to keep the Sellers indemnified against all liability relating to the duty, fines and penalties.

23.14 Governing law and jurisdiction

(a) This Agreement is governed by and must be construed in accordance with the Law of New South Wales, Australia.

(b) Any dispute in respect of all matters arising out of or relating to this Agreement, its performance or subject matter shall be submitted to arbitration in accordance with Arbitration Rules of the International Chamber of Commerce (“ICC”) which the parties agree to be bound by.

(c) The arbitration tribunal will be composed of a panel of three arbitrators that is: one arbitrator nominated by the claimant(s), one arbitrator nominated by the respondent(s) and the president of the arbitration tribunal nominated by the two arbitrators nominated by said parties. Other than expressly agreed by the parties the president of the tribunal will be of a nationality other than the parties.

(d) The place of arbitration shall be Geneva, Switzerland.

(e) The language of the arbitration proceeding will be English. All documents and/or data produced in a language other than English or French shall be translated into English.

(f) The arbitration tribunal shall determine the amount of the arbitration expenses, which shall include the fees and expenses of the arbitrators and legal counsels, which shall be paid by the non-prevailing party. For the purpose of this determination, the arbitration tribunal will take into account the actions of the parties during the term of the Agreement as well as during the arbitration proceeding.

(g) The arbitration award shall be binding on the parties involved who agree to carry out any award without delay.

(h) The parties will maintain in strict confidence the arbitration pleadings and the submissions of the parties (whether oral or in writing).

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(i) This arbitration clause shall survive and will remain in full force and effect following the termination or the expiry of this Agreement or in the case of invalidity of this Agreement.

23.15 Notices

Any notice or other communication to or by a party under this Agreement:

(a) may be given by personal service or facsimile;

(b) must be in writing, legible and in English addressed (depending on the manner in which it is given) as shown below:

(i) If to the Sellers or to the Main Sellers and the Management Sellers, to both:

Mr John B. Hawken

Address:	##########
Email:	##########
And IPSA (attention: Thomas Balland)
Address:	10, rue de la Paix, 75002 Paris (France)
Attention:	Thomas Balland
Email:	##########
Facsimile:	##########
With copy to: Heenan Paris AARPI
Address:	7, place d’Iéna, 75116 Paris, France
Attention:	Pascale Gallien, Partner
Email:	##########
Facsimile:	##########

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(ii) If to the Management Sellers, to:

Mr John B. Hawken

Address:	##########
Email:	##########

With copy to: IPSA

Address:	10, rue de la Paix, 75002 Paris (France)
Attention:	Thomas Balland
Email:	##########
Facsimile:	##########
With copy to: Heenan Paris AARPI
Address:	7, place d’Iéna, 75116 Paris, France
Attention:	Pascale Gallien, Partner
Email:	##########
Facsimile:	##########

(iii) If to the Main Sellers, to:

IPSA

Address:	10, rue de la Paix, 75002 Paris (France)
Attention:	Thomas Balland
Email:	thomas.balland@ipsa-pe.com
Facsimile:	##########
With copy to:	##########
With copy to:	##########
Address:	##########
Email:	##########
With copy to:	Heenan Paris AARPI
Address:	7, place d’Iéna, 75116 Paris, France
Attention:	Pascale Gallien, Partner
Email:	##########
Facsimile:	##########

(iv) If to a particular Seller (after Completion), to the contact details of said Seller specified in Schedule 1.

(v) If to the Buyer or (after Completion) the Company:

Address:	Level 7, 151 Macquarie Street, Sydney NSW 2000
Attention:	Mr Marc Voigt
Email:	##########, with a copy to ##########
Facsimile:	##########

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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or to any other address last notified by the party to the sender by notice given in accordance with this clause;

(c) must be signed:

(i) in the case of a corporation registered in Australia, by any authorised representative or by the appropriate office holders of that corporation under section 127 of the Corporations Act; or

(ii) in the case of a corporation registered outside of Australia, by a person duly authorised by that corporation under the laws governing the place of registration of that corporation; and

(d) is deemed to be given by the sender and received by the addressee:

(i) if delivered in person, when delivered to the addressee;

(ii) if sent by facsimile transmission, on the date and time shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee’s time), it is deemed to have been received at 9.00 am on the next Business Day.

23.16 Counterparts

If this Agreement consists of a number of signed counterparts, each is an original and all of the counterparts together constitute the same document.

23.17 Conflicting provisions

If there is any conflict between the main body of this Agreement and any schedules or annexures comprising it, then the provisions of the main body of this Agreement prevail.

23.18 No merger

A term or condition of, or act done in connection with, this Agreement or Completion does not operate as a merger of any of the undertakings, warranties and indemnities in this Agreement or the rights or remedies of the parties under this Agreement which continue unchanged.

23.19 No right of set-off

Unless this Agreement expressly provides otherwise, a party has no right of set-off against a payment due to another party.

23.20 Relationship of parties

Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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23.21 Sellers’ Agents

For the purpose of clauses 1 (for the purpose of the agreement on the terms of the [***] Milestone Stakeholder Deed and the Retention Amount Stakeholder Deed), 2.2, 3, 6.1, 6.3(b), 6.4(b) and 6.4(d), 10.2, 10.3, 11 and 22 of this Agreement, the Main Sellers and Management Sellers will act as agents of all the Sellers pursuant to an irrevocable power of attorney.

For the purpose of clauses 1 and 5.5 of this Agreement, the Management Sellers will act as agents of the Sellers pursuant to an irrevocable power of attorney.

23.22 Amendment to and termination of the 2004 Shareholders Agreement

The Sellers, being the sole parties to the 2004 Shareholders Agreement, hereby agree that said agreement will be terminated upon Completion and will be of no effect after Completion.

The Sellers further agree and acknowledge that as from signing of this Agreement and until and subject to Completion, this Agreement supersedes, terminates and replaces the 2004 Shareholders Agreement for all matters but only for the matters being the subject of this Agreement, including the provisions set forth in articles 5.1, 5.4, 7, 9 (tenth indent), 10.2 and 11 of the 2004 Shareholders Agreement.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 1 - Sellers

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 2 – Shares and Company’s warrants Details as at the Agreement Date

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 3 – Conditions Precedent

Conditions precedent to Completion (clause 3.1)

Condition		Party entitled to benefit
1.1	All Financial Debt have been (or will on Completion be) repaid.	The Buyer
1.2	All employees of the Company have confirmed in writing that they do not intend to offer the purchase of the Shares and accordingly have waived any right assigned to them in this respect under Article L.23-10-1 of the French Commercial Code (article 20 of the law n°2014-856 dated 31 July 2014 – loi relative à l’économie solidaire et sociale).	The Buyer and the Sellers
1.3	There is no Material Adverse Effect on the Company or the Business between the Agreement Date and Completion.	The Buyer and the Sellers
	The shareholders of the Buyer approving the resolutions relating to the following agenda at a duly convened meeting of shareholders: “That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the [Buyer] approves the issue of a maximum of 681,250,000 Shares to Board approved sophisticated and professional investors, at an issue price equal to or greater than 90% of the average five daily volume weighted average prices (VWAP’s) of the [Buyer]’s ordinary shares quoted on ASX immediately prior to the date of issuance of the ordinary shares, as further described in the Explanatory Notes”.	The Buyer and the Sellers
1.4	The Buyer has entered into a share purchase and convertible security agreement of up to USD$37,4 million over a 24-month period with Bergen Global Opportunity Fund, LP on or about the Agreement Date, and has received funds in an amount sufficient to fully pay on Completion the Purchase Price (other than the Consideration Buyer Shares, the Consideration Buyer Warrants and the [***] Milestones Buyer Warrants) in accordance with, and pursuant to, said agreement	The Buyer and the Sellers
1.5	All existing warrants other than Shares in the Company have been, as may apply, waived, canceled or terminated, at no cost to the Company, to be effective on and from Completion.	The Buyer

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 4 – The Sellers’ Warranties

PART A - General Sellers Warranties

Each of the Sellers, acting jointly but not severally, hereby represents as follows except as set out in the Disclosure Material and the Additional Disclosure Material:

1. Sellers’ authority to sell

(a) He/it is the registered holder of the Shares he/it sells.

(b) He/it has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.

(c) He/it has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement.

(d) The obligations of such Seller under this Agreement are valid and binding and enforceable against him/it in accordance with their terms.

2. Shares the Company owned by each of the Sellers

(a) The Shares he/it sells are not subject to any Encumbrance in favour of any Third Party.

(b) On the Completion date, there will be no restriction on the sale or transfer of the Shares he/it sells to the Buyer (whether contained in the constitution of the Company or otherwise).

(c) On the Completion date, he/it will not own any security convertible into shares of the Company.

(d) On the Completion date, he/it will not own any options or benefit from any other entitlements of any kind over any shares of the Company or to have shares in the Company issued.

3. Information

(a) The information set out in this Agreement with respect to such Seller and the Shares he/it owns is true, accurate and not misleading or deceptive (whether by omission or otherwise) in any material respect.

(b) When a Main Seller, he/it has not knowingly withheld from providing to the Buyer before the Agreement Date any information that is material to the Business or the Shares.

4. Solvency

He/It does not suffer from an Insolvency Event.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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5. Finder’s fees

He/it has not taken any action under which any person is or may be entitled to a finder’s fee, brokerage or commission in connection with the acquisition of the Shares under this Agreement.

PART B - Management Sellers Warranties

Each of the Management Sellers, acting jointly but not severally, hereby represents as follows except as set out in the Disclosure Material and the Additional Disclosure Material:

1. Management Sellers’ authority to sell

(a) He is the registered holder of the Shares he sells.

(b) He has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.

(c) The obligations of such Seller under this Agreement are valid and binding and enforceable against him in accordance with their terms.

2. Shares the Company owned by each of the Management Sellers

(a) The Shares he sells are not subject to any Encumbrance in favour of any Third Party.

(b) On the Completion date, there will be no restriction on the sale or transfer of the Shares he sells to the Buyer (whether contained in the constitution (statuts) of the Company or otherwise).

(c) On the Completion date, he will not own any security convertible into shares of the Company.

(d) On the Completion date, he will not own any options or benefit from any other entitlements of any kind over any shares of the Company or to have shares in the Company issued.

3. Solvency

He does not suffer from an Insolvency Event.

4. Finder’s fees

He has not taken any action under which any person is or may be entitled to a finder’s fee, brokerage or commission in connection with the acquisition of the Shares under this Agreement.

5. Company’ authority to enter into this Agreement

(a) The Company has the power to enter into and perform its obligations under this Agreement.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) The Company has taken all necessary action to authorise its entry into and performance of this Agreement.

(c) The obligations of the Company under this Agreement are valid and binding and enforceable against it in accordance with their terms.

6. The Company

(a) The Company has full corporate power to own its properties, assets and Business and to carry on its Business as now conducted.

(b) The Company does not hold or beneficially own shares or other securities in the capital of another corporation.

(c) The Company has not bought or agreed to buy any securities in another corporation.

(d) The Company is not, and has not agreed to become, a member of any partnership, unincorporated association, joint venture or consortium.

7. Share capital of the Company

(a) The Shares:

(i) as set out in Schedule 2 comprise all of the share capital of the Company;

(ii) are held, owned and are paid as set out in Schedule 1; and

(iii) were all properly issued.

(b) The Sellers are the registered holders of the Shares and such shares are all of the issued shares in the capital of the Company.

(c) There is no restriction on the sale or transfer of the Shares to the Buyer in the constitution (statuts) of the Company.

(d) As of the date of Completion, there will be no securities convertible into shares of the Company.

(e) As of the date of Completion, there will be no options or other entitlements of any kind to have shares in the Company issued.

8. Information

(a) The information set out in this Agreement is true, accurate and not misleading or deceptive (whether by omission or otherwise) in any material respect.

(b) A true and correct copy of the constitution of the Company (statuts) has been provided to the Buyer before the Agreement Date.

(c) All information which the Management Sellers, the Company or any of their respective employees have given before the Agreement Date to the Buyer or its advisers relating to the Business, the activities, affairs, assets and Liabilities of the Company and the subject matter of this Agreement was prepared with reasonable care and is, and was when given, complete and accurate in all material respects.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) All material information that is:

(i) known to the Management Sellers relating to the Shares, the Company or the Business; and

(ii) material to a buyer of the Shares,

has been fully and fairly disclosed in writing to the Buyer before the Agreement Date.

(e) The Management Sellers have not withheld from providing to the Buyer before the Agreement Date any information that is material to or would reasonably be required for the purpose of making an informed assessment of the assets and liabilities, financial position of the Company or would otherwise have a Material Adverse Effect on the value of the Business or the Shares.

9. Financial statements

(a) The Accounts disclose a true and fair view of the affairs, financial position and assets and Liabilities of the Company as at the Accounts Date and of the income, expenses and results of operations of the Company for the financial year ended on the Accounts Date.

(b) The Accounts were prepared:

(i) in accordance with the Accounting Standards; and

(ii) on a basis consistent with the audited financial statements of the Company for the financial year preceding the financial year ended on the Accounts Date.

(c) The Accounts contain proper and adequate provision for Liabilities of the Company as at the Accounts Date in accordance with the Accounting Standards.

(d) All financial arrangements of or relating to the Company and the Business as at the Accounts Date are fully and accurately reflected in the Accounts.

(e) The income and profits of the Company disclosed in the Accounts have not resulted from:

(i) transactions entered into other than on normal commercial terms;

(ii) other factors rendering the profits for the relevant period abnormally high.

(f) Each loan or Liability comprised in the Financial Debt was incurred and entered into on arm’s length terms and in the ordinary course of the Business, and the nature and approximate amount of such loan or Liability was fully and fairly disclosed in writing to the Buyer before the Agreement Date.

10. No changes since Accounts Date

Since the Accounts Date:

(a) there has been no material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) no dividend or distribution of capital or income has been declared, made or paid in respect of any capital of the Company, whether of cash, specific assets or otherwise;

(c) the Company has carried on the Business in the ordinary course, in a manner comparable to that in which it was conducted for the 12 month period before the Agreement Date and with all reasonable care and in accordance with normal and prudent practice (having regard to the nature of the Business and past practice);

(d) the Company has not entered into any material contracts or arrangements, or terminated or altered any term of any Material Contracts, other than in the ordinary course of the Business as conducted for the 12 month period before the Agreement Date or in accordance with this Agreement;

(e) the Company has not incurred or undertaken any material Liabilities or obligations , including Taxation, except in the ordinary course of the Business;

(f) the Company has not acquired or disposed of or dealt with any assets nor has it entered into any agreement or option to acquire or dispose of any assets other than in the ordinary course of the Business;

(g) except in the ordinary course of the Business, the Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities;

(h) except by operation of Law or in the ordinary course of the Business, the Company has not granted any Encumbrance over any of its inventory or assets;

(i) the Company has not paid or agreed to pay any retiring allowance, superannuation or benefit to any of its officers or employees except where the Law or the applicable collective bargaining agreements require it;

(j) the Company has not entered into or altered any contract of service with any officers, employees or agents, or increased or agreed to increase the rate of remuneration or compensation payable to any of its officers, employees or agents, except in the ordinary course of the Business or as dictated by the mandatory requirements of Laws or the applicable collective bargaining agreements;

(k) the rights attaching to any shares in the Company have not altered and no alteration has been made to the capital structure of the Company;

(l) the Company has not implemented any new accounting or valuation method for its Business, assets, property or rights;

(m) no major supplier of the Company has:

(i) reduced the level of its supplies to the Company;

(ii) indicated an intention to cease or reduce the volume of its trading with the Company after Completion; or

(iii) materially altered the terms on which it trades with the Company.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(n) no major customer of the Company has:

(i) reduced the level of its custom from the Company;

(ii) indicated an intention to cease or reduce the volume of its trading with the Company after Completion; or

(iii) materially altered the terms on which it trades with the Company;

(o) the Company has not provided any guarantee or other security to any Third Party;

(p) the Company has not issued, agreed to issue or granted any option to issue any equity or loan securities or any security convertible into any such securities;

(q) the Company has not issued any shares, or options to take up unissued shares, in the capital of the Company; and

(r) no resolutions have been passed by the members or directors of the Company except in the ordinary course of the Business and those necessary to give effect to this Agreement.

11. Solvency

The Company does not suffer from an Insolvency Event.

12. Liabilities and commitments

(a) The Company has not granted or created any Encumbrance over the Shares or any of its assets other than in the ordinary course of business.

(b) The Company does not owe any money or have any outstanding liability to the Sellers except the salary of the Key Employee pursuant to his employment agreement with the Company and the fees owed to John B. Hawken in accordance with the consultancy agreement entered into between the Consultant and the Company.

(c) No Seller nor any Related Entity of any Seller owes, or will owe at Completion, any money, or has any outstanding liability, to the Company.

(d) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party, other than in the ordinary course of the Business.

(e) The Company is not party to any Material Contract under the terms of which any other party, by reason of any change in the beneficial ownership of the Shares or in the management or control of the Company, becomes entitled to:

(i) terminate any Material Contract earlier than would otherwise be the case if the change did not occur; or

(ii) require the adoption of terms less favourable to the Company than those subsisting in the absence of the change.

(f) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any material obligation (including any statutory, contractual or fiduciary obligation), or default under any Material Contract, by which the Company is bound.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(g) There are no outstanding commitments of the Company for capital expenditure other than replacements and normal purchases of fixed assets in the ordinary course of business.

(h) The Company is not party to Material Contract in terms of which it is, or will be, bound to share its profits or pay any royalties.

13. Records

The Records of the Company:

(a) are in the possession or under the control of the Company;

(b) have been in all material respects properly and accurately kept and maintained and are up to date in all material respects; and

(c) as far as necessary, have been prepared in accordance with the requirements of the Accounting Standards.

14. Taxation

(a) The Company has timely filed all Tax returns required to be filed by or with respect to the Company and all such Tax returns:

(i) were prepared in compliance with French law; and

(ii) are true, correct, and complete in all material respects.

The Company is not currently the beneficiary of any extension of time to file any Tax return that has not been filed.

(b) The Company has timely paid all Taxes due and payable by the Company (whether or not such Taxes were reflected on any Tax return). The due but not payable and unpaid Taxes of the Company

did not, as of the Accounts Date, exceed the amount accrued for current Taxes payable (for clarity, excluding any deferred Tax liabilities established to reflect timing differences between book and Tax income) set forth on the face of the Accounts (rather than in any notes thereto).

Since the Accounts Date, the Company has not incurred any Liability for Taxes except in the ordinary course of business;

(c) The Company has:

(i) withheld all Taxes required to be withheld in respect of all payments to employees, officers, directors, and any other persons; and

(ii) timely remitted all such Taxes withheld to the appropriate Government Agency in accordance with French law;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) The Company has:

(i) collected all sales, use, value added, goods and services, and similar Taxes required to be collected; and

(ii) timely remitted all such Taxes collected to the appropriate Government Agency in accordance with French law;

(e) The Company has provided to the Buyer true, correct and complete copies, with respect to the last 3 fiscal years, of all:

(i) Tax returns filed by the Company; and

(ii) correspondence with any Government Agency related to Taxes (including revenue agents reports, examination reports, notices of deficiency, proposed adjustments, notices of assessment, notices of liens, rulings, and closing agreements), in each case with respect to Taxes and Tax returns for which the statute of limitations has not expired;

(f) The Disclosure Material contains:

(i) all Tax returns filed by the Company that have been audited or examined by a Government Agency;

(ii) the Tax periods for which such returns have been audited or examined by a Government Agency; and

(iii) reference to the Government Agency that conducted such audit or examination.

(g) There are no Tax contests notified to the Company and being pending. The Company has not received from any Government Agency any:

(i) notice indicating an intent to commence any Tax contest; or

(ii) notice of deficiency, proposed adjustment, notice of assessment, or notice of lien with respect to Taxes (whether claimed, proposed, asserted, or assessed).

(h) No Government Agency in a jurisdiction where the Company does not file Tax returns has notified the Company that the Company is subject to Tax in that jurisdiction.

(i) There are no security interests over the assets of the Company in respect of unpaid Taxes. There are no claimed, proposed or asserted Tax deficiencies or assessments of Tax with respect to the Company that have been notified to the Company by a Government Agency and that have not been fully paid.

(j) The Company has not entered into or requested any agreement to extend or waive the statutory period of limitations for the assessment or collection of Taxes. The Company has not received or requested any private rulings from any Government Agency. No power of attorney is currently in effect with respect to any Taxes or Tax returns of the Company.

(k) The Company has never been a member of any Tax group. The Company has no liability for Taxes of any other person as a result of being or ceasing to be a member of any Tax group.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(l) The Company is not party to or bound by any contract, agreement or other arrangement regarding the sharing or allocation of either liability for Taxes or payment of Taxes.

(m) To the knowledge of the Management Sellers, the Company has never been engaged in a trade or business through a “permanent establishment” within the meaning of an applicable income Tax treaty in any country other than France.

(n) The Company will not be required to include any item of income in, or exclude any item of deduction from, income for any Tax period (or portion thereof) ending after the Completion Date as a result of any:

(i) change in method of accounting for a Tax period ending on or prior to the Completion Date; or

(ii) prepaid amount received on or prior to the Completion Date;

(o) Since its formation, the Company has not engaged in any corporate reorganisation transactions.

15. Plant and Equipment

(a) The Company legally and beneficially owns all the Plant and Equipment free from any Encumbrance.

(b) Each item of Plant and Equipment:

(i) is in good working order for its age and capable of doing the work for which it is designed;

(ii) is in the Company’s possession or control; and

(iii) is accurately recorded in the Accounts.

(c) The Company has not agreed to sell any material items of Plant and Equipment.

(d) All products (collectively, “Products”) manufactured, produced, assembled, distributed or sold, or in the process of being manufactured, produced or assembled, and all services rendered by the Company, are in conformity in all material respects with all applicable Laws, contractual commitments, standards and norms, including safety.

(e) No legal proceeding is pending before any court, nor any formal notice of claim by a Government Agency has been notified to the Company, involving any alleged defect in design, manufacture, materials or workmanship of any Product.

16. Licences and Authorisations

(a) The Company holds all material licences and authorisations issued by Government Agencies (“Licences”) necessary for carrying on the Business as currently conducted and own the material Business assets.

(b) The Licences are valid and have been disclosed to the Buyer in the Disclosure Material.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) The Company has not received notification that it is in breach of any material term of a Licence or that a License will not be continued or renewed.

17. Premises

(a) The Company does not own any real property.

(b) As at the date of the Agreement, the Company has occupancy rights in respect of its laboratories located at the Paris with the University Paris-Sud – UFR de Pharmacie – Tour E2- first floor, at Châtenay-Malabry.

18. Insurance

(a) Each contract under which the Company is an insured party (Insurance Contract) is in force and there is no fact or circumstance known to the Management Sellers that would, on or after Completion:

(i) lead to the Insurance Contract being terminated or ceasing to have effect; or

(ii) permit the relevant insurer to refuse or reduce a claim, increase the premium or alter any material provision under the Insurance Contract.

(b) Under the Insurance Contracts:

(i) all of the material property and assets of the Company of an insurable nature are insured in amounts representing their full replacement or reinstatement value against fire and other risks normally insured against for businesses similar to the Business in the Business’ industry; and

(ii) the Company is adequately insured for such amounts as would be maintained in accordance with the standard business practice in the Business’ industry.

(c) There are no outstanding claims or insurance premiums payable under the Insurance Contracts.

19. Intellectual Property Rights

For the purposes of this warranty 19, unless otherwise specified, “Intellectual Property Licences” means Intellectual Property In-Licences and Intellectual Property Out-Licences.

(a) With the exception of Intellectual Property Rights covering software, material and biological material commercially available Schedule 7 contains a complete and accurate list of all:

(i) Owned Intellectual Property Rights;

(ii) Intellectual Property In-Licences held by the Company;

(iii) Intellectual Property Out -Licences granted by the Company

(b) The Company is the legal and beneficial owner of the Owned Intellectual Property Rights and has the unfettered right, subject to the Intellectual Property Licenses, to exploit, grant licences and otherwise deal with the Owned Intellectual Property Rights.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) The Company does not use or require in the Business any business names, trade marks, service marks, trade names, copyright, patents, patent applications, confidential information or other Intellectual Property Rights other than the Owned Intellectual Property Rights, the Intellectual Property In-Licences.

(d) Except has provided for by the Intellectual Property Licences, the Company has not granted to any person any rights in respect of the Owned Intellectual Property Rights, other than the Intellectual Property Out-Licences by way of licence or in any other way, that may have a significant negative effect on its Business.

(e) The Company has not knowingly infringed the Intellectual Property Rights of any other person and to the knowledge of the Management Sellers no person has infringed or is presently infringing the Owned Intellectual Property Rights.

(f) No Management Seller is aware of any claim:

(i) that the Company has infringed the Intellectual Property Rights of any person; or

(ii) that the validity of the Owned Intellectual Property Rights or the Intellectual Property Licences are challenged.

(g) The Owned Intellectual Property Rights consisting in patent are in full force and effect and have not been declared invalid or unenforceable and all filings, payments and other actions required to be made or taken to maintain such Owned Intellectual Property Rights in full force and effect have been made by the applicable deadline.

(h) The Owned Intellectual Property Rights consisting in patent applications are pending with the applicable Governmental Authority and no such applications have been abandoned, allowed to lapse, or rejected and all filings, payments and other actions required to be made or taken to maintain such Owned Intellectual Property Rights in full force and effect have been made by the applicable deadline.

(i) Any know-how except any biological material protected by Patent or Patent applications, any unpublished patent applications comprising the Owned Intellectual Property Rights, the Intellectual Property Licences and before filling patent applications, the Owned Intellectual Property Rights have not been disclosed to any person other than:

(i) to employees, consultants and contractors whose duties require them to have access to the Owned Intellectual Property Rights;

(ii) the licensees who are party tothe Intellectual Property Out-Licences to which a right to use that know how has been granted.

(j) Other than in respect of the Intellectual Property In-Licences, to the knowledge of the Management Sellers there are no royalties, licence fees or other similar fees payable by the Company in connection with the use of any Intellectual Property Rights.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(k) Each of the Intellectual Property In-Licences under which the Company uses any Intellectual Property Rights is valid, binding and enforceable. The Company and each licensor has complied at all times with the terms, conditions and other provisions of each Intellectual Property In-Licence, as well as all agreements referred to in those Intellectual Property Licences, and to the knowledge of the Management Sellers no circumstances exist which might cause any of them to be terminated.

(l) Where an Intellectual Property In-Licence requires a remittance of funds by the Company, those funds have been paid in accordance with the terms of the Intellectual Property Licence.

(m) The Company has validly registered all its business names (if any) in the jurisdictions of its country of incorporation.

(n) No Management Seller will oppose or assist any other party to oppose any application for registration or renewal of any trade mark referred to in Schedule 7.

(o) All filings, payments and other actions required to be made or taken to maintain the Owned Intellectual Property Rights in full force and effect have been made by the applicable deadline.All Owned Intellectual Property Rights, Intellectual Property In-Licences and Intellectual Property Out-Licences have, where required by applicable law or the Company’s contractual obligation, been registered with the relevant Government Agency.

(p) The Company has fulfilled all of its rights and obligations under the Ares Agreement referred to in 2(b)(i) of Schedule 7.

(q) All employees, consultants and contractors have assigned any right title or interest to intellectual property rights to the extent necessary for the Company to conduct its Business.

20. Contracts and commercial matters

(a) The Company has not entered into or is not bound by any material contract, arrangement or understanding with a Third Party that has not been fully and fairly disclosed in writing to the Buyer as part of the Due Diligence Investigation.

(b) None of the Management Sellers has knowledge that an employee or director of the Company has entered into or agreed to be bound by a contract, arrangement or understanding with a Third Party purportedly on behalf of the Company, in circumstances where the employee or director has acted wrongfully, against the intention or instructions of the Company or otherwise outside the scope of his or her authority.

(c) The Company has duly performed and observed all its material obligations, and the other parties have duly performed and observed all their material obligations, under the “Material Contracts.

(d) To the Management Sellers’ knowledge every Material Contract is valid and binding according to its terms and no party to that Material Contract is in material default under its terms.

(e) All Material Contracts was entered into at arm’s length.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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21. Compliance with applicable Laws and regulations

The Company has complied in all material respects with all Laws applicable to the conduct of the Business, the use of the main assets of the Company and no material contravention or allegation of any material contravention of any applicable Law is known to the Management Sellers.

22. Litigation

There is no pending litigation against the Company and, to the Management Sellers’ knowledge; the Company has not been notified of any threat of litigation which could result in a Material Adverse Effect.

23. Industrial disputes

(a) Save for the collective bargaining agreement known as Convention collective nationale de l’industrie pharmaceutique, the Company is not a party to any agreement, arrangement or understanding with any trade union, employee association or other similar organisation and is not a member of any employer federation or association.

(b) There is no strike, labour dispute or campaign, slowdown or representation, election or contest current, pending or, to the Management Sellers’ knowledge, threatened against the Company.

(c) There are no facts or circumstances known to the Management Sellers that may result in a material industrial dispute between the Company and any of its employees and no material pay claims have been made against it.

24. Personnel

(a) Save for the collective bargaining agreement known as Convention collective nationale de l’industrie pharmaceutique, the Company is not a party to or bound by any labor agreement or collective bargaining agreement, nor, to the Sellers’ knowledge, are there any pending or threatened strikes, walkouts, other work stoppages.

All the employment and consulting contracts to which the Company is a party or by which it is bound have been disclosed to the Buyer.

(b) The Disclosure Material contains a complete and accurate list of all pension or retirement benefit plans, healthcare (“mutuelle”) and welfare plans (“prévoyance”), bonus plans, additional insurance, profit or growth sharing plans, stock purchase or stock option plans, company saving plans or employee funds or other employee benefits applicable to the Key Employees. All amounts which are required to be paid, contributed or accrued by the Company in respect to national social security or any benefit plan for any period prior to both the date hereof and the Completion Date will have been fully and timely paid or are fully accrued as a liability in the Accounts or will be in the Completion Accounts. All employee benefit plans of an optional nature such as healthcare (“mutuelle”) and welfare plans (“prévoyance”) have been maintained in compliance with their terms, since the date of their commencement, and are in compliance in form and in operation, in all material respects, with applicable Laws.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) Except as otherwise disclosed to the Buyer:

(i) there is no employee who is entitled to any compensation, payment, severance, allocation or change in benefits from the Company as a result of the consummation of the transactions contemplated by this Agreement;

(ii) there is no person that can claim any right to be employed by the Company other than the employees whose employment agreements have been disclosed to the Buyer in the Disclosure Material;

(iii) there are no financial debts, outstanding loans or open account advances payable to the Company by any current or former employee, or by the Company to any current or former employee and consultant, and there are no guarantees of the Company with respect to any indebtedness of any of the foregoing persons.

(d) The Company is not liable for any payment to any of its former employees or consultants in respect of salaries, indemnity of any nature whatsoever or any other sum which may be due in respect to the termination of any employment contract or consultancy contract with such former employees or consultants.

(e) The Company complies and has complied in all material respects with all applicable labor and employee laws, , , regulations and collective bargaining agreements, and with all applicable orders from any Government Agency, relating to employment, employment practices, terms and conditions of employment, hiring, working time regulations and payment of overtime, workforce classification (including classification of employees, leased employees, and contract workers), labor, social security, data privacy, employee health and safety, and settlement agreements. The Company is not subject to any specific material proceedings by any applicable Government Agency with respect to any material failures to comply with applicable employment, labor, health and safety, and/ or immigration law, rules and regulations, or orders. The French DADS forms for the calendar years 2009, 2010, 2011, 2012, and 2013 were prepared and filed in accordance with all legal requirements.

(f) The Company has neither employee’s representatives (“institution représentative du personnel”) nor works council (“comité d’entreprise”).

(g) There are lawsuits or other proceedings pending by or on behalf of any present or former employee, consultant or group of employees of the Company or by or on behalf of any labor authority, union, works council, employee delegate, alleging any material breach of any employment contract, any laws or contractual arrangements governing employment or the termination thereof, or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

25. Effect of sale of Shares

The entry into and performance of this Agreement does not and will not:

(a) result in any supplier or customer of the Company ceasing or being entitled to substantially reduce its level of business with the Company;

(b) result in the material breach of any of the terms, conditions or provisions of any Material Contract;

(c) relieve any person from any material obligation to the Company;

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) result in the creation, imposition, crystallisation or enforcement of any Encumbrance on the Company or any of its assets; or

(e) result in any material indebtedness of the Company becoming due and payable.

26. Delegations

(a) No power of attorney given by the Company will be in force after Completion, except the powers of attorney related to the management of the patents.

(b) The Company has not taken any action under which any person is or may be entitled to a finder’s fee, brokerage or commission in connection with the acquisition of the Shares under this Agreement, except the signing of the contract with Evolution & Co.

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 5 – The Disclosure Material

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 6 –Worked example of calculation of Completion Working Capital

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 7 – Intellectual Property

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 8 – Warrant Exercise Notice

To:	Prima BioMed Ltd
	Level 7, 151 Macquarie Street
	Sydney NSW 2000

Date:

Notice is given by                                                      (Warrant Holder) to Prima BioMed Ltd ACN 009 237 889 (Prima) that the Warrant Holder irrevocably exercises                         [number] [Consideration Buyer Warrant] [[***] Milestone Buyer Warrant] in accordance with clause 4.3 of the Share Sale Agreement dated 2 October 2014 between Prima, the Warrant Holder, Immutep S.A. and others (Share Sale Agreement).

The Warrant Holder covenants and represents to Prima that this Warrant Exercise Notice is irrevocable and unconditional and may not be withdrawn in any circumstances.

The proposed date for completion of the transfer of the [Consideration Buyer Warrants] [[***] Milestone Buyer Warrants] in exchange for the Buyer Shares is                                              [date to be inserted]

Capitalised terms used in this Warrant Exercise Notice have the same meaning given to them under the Share Sale Agreement.

Executed by                                                  :
Signature of director	Signature of director or company secretary*
	*delete whichever does not apply
Name (please print)	Name (please print)

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 9 – Draft Form of Resignation Letter

To: The Directors

Immutep S.A. (registered before the Register of Commerce and Companies of Evry under number 439 518 663) of Parc Club Orsay, 2 Rue Jean Rostard, 91893 Orsay (Company)

I, [insert name] of [insert address] resign as an officer of the Company with effect from the Completion Date, as that term is defined in the Share Sale Agreement between Prima BioMed Ltd ACN 009 237 889, the Company and others, dated on or around the date of this letter.

I acknowledge that no amounts are owing to me by the Company and that I have no claim against the Company in relation to my resignation or for breach of contract, loss of office, redundancy, unfair dismissal, employee compensation, payment or repayment of loans except payments properly payable to me as [an employee for accrued and unpaid salary, allowances, benefits, superannuation, holiday pay and long service leave] or as applicable [a consultant for consultancy services], up to and including the Completion Date

Signed by

[insert name]

Date:     /     /

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXECUTION PAGE

Buyer:

Executed by Prima BioMed Ltd ACN 009 237

889 in accordance with section 127(1) of the

Corporations Act 2001 (Cth):

/s/ #########	/s/ #########
Signature of director	Signature of director or company secretary* *delete whichever does not apply
#########	#########
Name (please print)	Name (please print)

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXECUTION PAGE

Sellers:

##########	##########
##########	##########
##########	##########
##########	##########

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXECUTION PAGE

Company:

/s/ Immutep S.A.

Immutep S.A.

Represented by Mr. John B. Hawkin

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Annexure 1 - Plant and Equipment

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Annexure 2 – The Accounts

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Annexure 3 – Retention Amount and Stakeholder Deed

Retention Amount and Stakeholder Deed

The individuals and the entities set out in Schedule 1

and

Prima BioMed Ltd

ACN 009 237 889

and

Stakeholder Name

[***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Table of Contents

1.	Definitions and interpretation	1
1.1	Definitions	1
1.2	Interpretation	2
2.	Appointment of Stakeholder	4
3.	Retention Account	4
3.1	Establishment of Retention Account	4
3.2	Payments from Retention Account	5
4.	Release of moneys in Retention Account prior to the Retention Amount Expiry Date	5
5.	Release of moneys at the Retention Amount Expiry Date	6
6.	Payment after the Retention Amount Expiry Date	6
7	Obligations of the parties	7
8.	Indemnity	8
9.	Representations of the Buyer and Sellers	8
10.	Sellers’ Authorised Signatories	9
11.	General	9
11.1	Stakeholder’s reliance	9
11.2	Nature of obligations	9
11.3	Entire understanding	9
11.4	No adverse construction	9
11.5	Further assurances	9
11.6	No waiver	9
11.7	Severability	10
11.8	Successors and assigns	10
11.9	No assignment	10
11.10	Consents and approvals	10
11.11	No variation	10
11.12	Costs	10
11.13	Governing law and jurisdiction	10
11.14	Notices	11
11.15	Counterparts	11
11.16	Execution and delivery	11
11.17	No merger	11
11.18	Operation of indemnities	11
Schedule 1 – Sellers		11
Schedule 2 – Authorised Signatories		12
Schedule 3 – Form of Notification of Deposit of the Retention Amount		12
Schecule 4 – List of Permitted Investments of the Retention Amount		13
Schedule 5 – Joint Instruction to Release Moneys in Retention Accounts		13
Schedule 6 – Sellers Bank Accounts		13
Schedule 7 – Sellers’ Respective Proportion		13

Retention Amount and Stakeholder Deed

Date                                          2014

Parties

1. Each of the individuals and the entities set out in Schedule 1 (individually known as a Seller and collectively known as the Sellers)

2. Prima BioMed Ltd ACN 009 237 889 of Level 7, 151 Macquarie Street, Sydney NSW 2000 (Buyer)

3. [Insert name and address] (Stakeholder)

Background

A. The Sellers and the Buyer have entered into or will enter into the Share Sale Agreement for the sale of all the issued shares in the Company.

B. The Sellers and the Buyer have agreed that the Retention Amount will be paid by the Buyer to the Stakeholder and held in escrow.

C. This Deed specifies the terms and conditions on which the Stakeholder has agreed to hold the Retention Amount in escrow and the basis on which the money will be released from escrow.

Agreed terms

1. Definitions and interpretation

1.1 Definitions

In this Deed, capitalised terms and expressions not otherwise defined below shall have the meaning ascribed to them in the Share Sale Agreement:

Deed means this deed including the background and any schedules;

Authorised Signatory in relation to the Sellers or the Buyer means:

a. each person whose name and specimen signature appears under the name of the relevant party in Schedule 2; and

b. any person whose appointment and name are notified in writing to the Stakeholder as an “Authorised Signatory” for the purposes of this Deed and whose signature is provided by the relevant party to the Stakeholder.

It being specified that the Sellers will only be bound by all the their Authorised Signatories acting jointly;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, Australia;

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Claimed Amounts means the Buyer’s reasonable estimate, acting in good faith, of the amount of any Unresolved Warranty Claims at the Retention Amount Expiry Date;

Company means Immutep S.A. (registered before the Register of Commerce and Companies of Evry under number 439 518 663) whose registered office is at Parc Club Orsay, 2, Rue Jean Rostand, 91893 Orsay;

Loss has the meaning given to that term in clause C(a)(a.);

Management Sellers Warranty Claim means a Management Sellers Warranty Claim as defined in clause 1.1 of the Share Sale Agreement and made by the Buyer against the Management Sellers or any of them in accordance with clause 14 of the Share Sale Agreement;

Resolved Amount means the amount to be paid to the Buyer in respect of a Resolved Warranty Claim;

Resolved Warranty Claim means a Management Sellers Warranty Claim :

(g) which has been resolved prior to the Retention Amount Expiry Date by:

(i) either the Sellers and the Buyer agreeing an amount to be deducted from the Retention Amount; or

(i) a final award being rendered in accordance with clause [23.14] of the Share Sale Agreement in respect of the Warranty Claim; or

c. in respect of which the Buyer has not provided the Stakeholder with proper evidence that a request for arbitration pursuant to clause 23.14 of the Share Sale Agreement has been filed within 6 months as from its written notice to the Management Sellers (or any of them) and in any case before [date of this deed plus 18 months];

Retention Account means the account to be established by the Stakeholder in accordance with clause C(a)(a.);

Retention Amount means an amount equal to $1,800,000, as may be adjusted following releases of moneys in accordance with this Deed;

Retention Amount Expiry Date means 1 year from the date of this Deed;

Share Sale Agreement means the agreement of that name relating to the sale of all the issued shares in the Company, entered into on or about the date of this Deed between the Sellers and the Buyer; and

Unresolved Warranty Claims means any Management Sellers Warranty Claim made before the Retention Amount Expiry Date which is not a Resolved Warranty Claim.

1.2 Interpretation

In this Deed, unless the context requires otherwise:

(a.) the singular includes the plural and vice versa;

(b.) a gender includes the other genders;

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(c.) the headings are used for convenience only and do not affect the interpretation of this Deed;

(d.) other grammatical forms of defined words or expressions have corresponding meanings;

(e.) a reference to a document includes the document as modified from time to time and any document replacing it;

(f.) a reference to a party is to a party to this Deed and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(g.) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;

(h.) the word “person” includes a natural person, partnership, body corporate, association, government or local authority, agency and any body or entity whether incorporated or not;

(i.) the word “month” means calendar month and the word “year” means 12 months;

(j.) the words “in writing” include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

(k.) a reference to a thing includes a part of that thing;

(l.) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;

(m.) wherever “include”, “for example” or any form of those words or similar expression is used, it must be construed as if it were followed by “(without being limited to)”;

(n.) money amounts are stated in United States dollars;

(o.) a reference to time is to Sydney, Australia time;

(p.) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;

(q.) any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately; and

(r.) any agreements, representation, warranty or indemnity by the Buyer and the Sellers binds them jointly and separately.

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2. Appointment of Stakeholder

(a.) The Sellers and the Buyer appoint the Stakeholder as stakeholder of the Retention Amount pursuant to the terms of this Deed.

(b.) The Stakeholder agrees to act as stakeholder of the Retention Amount in accordance with the terms of this Deed.

(c.) Each of the Sellers and the Buyer acknowledges and agrees that if the Stakeholder is injuncted or otherwise becomes subject to a final arbitration award or a court order or other legal process which prevents the Stakeholder from paying the whole or any part of the Retention Amount to the Sellers or the Buyer or otherwise proceeding in accordance with this Deed, the Stakeholder will comply with the injunction, order or legal process and such compliance will not be taken to be a breach by the Stakeholder of any of its duties or obligations under this Deed.

3. Retention Account

3.1 Establishment of Retention Account

(a.) [Sellers’ comments: The investment policy to be complied with by the stakeholder is not set out in this agreement while it should be]The Stakeholder must establish and maintain on behalf of the Sellers and the Buyer, an at call, interest-bearing controlled moneys account (Retention Account).

(b.) On the Completion Date, as part of the payment by Buyer of the Purchase Price, the Buyer shall transfer, by bank wire transfer of immediately available funds, and shall irrevocably release the Retention Amount into the Retention Account.

(c.) On the date on which all (but not part only) of the Retention Amount has been deposited into the Retention Account, the Stakeholder shall deliver to each of the Sellers Authorised Signatories and the Buyer Authorised Signatory a notice thereof substantially in the form attached hereto as Schedule 3.

(d.) Details of the Retention Account are as follows:

Bank:	[insert]
Branch:	[insert]
Account Name:	[insert]
BSB No:	[insert]

(e.) The Stakeholder must hold the moneys in the Retention Account as stakeholder and on trust for the Buyer and the Sellers, and will not have any interest in those moneys.

(f.) The Stakeholder must segregate moneys credited to the Retention Account from the Stakeholder’s other funds, whether those other funds are held as an agent, in trust or otherwise.

(g.) [To be discussed: During the term of this Deed, the Stakeholder shall invest and reinvest the Retention Amount (or the remaining thereof) but only as described on Schedule 4.]

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(h.) The Stakeholder must re-invest in the Retention Account any interest or other income earned on the investment of the moneys in the Retention Account.

(i.) All proper bank charges and fees will be deducted from the Retention Account as they arise.

(j.) The Stakeholder is authorised to deduct and pay from the Retention Account any taxes (including any interest withholding tax) which may be assessed and payable by the Stakeholder in respect of income derived from the moneys in the Retention Account, before remitting any amount to the Buyer or the Sellers.

3.2 Payments from Retention Account

(a.) The Stakeholder must only release moneys in the Retention Account (including any accrued interest) in accordance with:

(i) a joint written instruction in the form attached as Schedule 6 signed by the Authorised Signatories of the Sellers and an Authorised Signatory of the Buyer received by the Stakeholder regarding the distribution of moneys in the Retention Account, in which case the Stakeholder must distribute those moneys in accordance with that joint instruction;

(ii) clause 4;

(iii) clause 5;

(iv) clause 6; or

(v) a final award rendered in accordance with clause [23.14] of the Share Sale Agreement.

(b.) Any release made to the Sellers pursuant to this Deed shall be made by wire transfer to the account of each Seller designated in Schedule 6 pro rata his/its Respective Proportion as set out in Schedule 7.

(c.) The Buyer and the Sellers agree that any payment of moneys out of the Retention Account to the Buyer shall constitute valid and final payment of the Adjustment Amount (up to USD$ 200,000) and/or indemnification of the Management Sellers Warranty Claims.

4. Release of moneys in Retention Account prior to the Retention Amount Expiry Date

(a.) Release of moneys in Retention Account as payment or partial payment of the Adjustment Amount due to the Buyer:

(i) If either (*) the Certificate provided for in clause 11.1 of the Share Sale Agreement has become final and binding on the Sellers and the Buyer in accordance with clause 11.4(b) of said agreement and pursuant to this Certificate the Buyer is entitled to an Adjustment Amount or (**) the Main Sellers and the Management Sellers and the Buyer have resolved upon a Completion Statement Dispute having arisen between them and agreed upon an Adjustment Amount being due to the Buyer, then the Buyer and the Main Sellers and the Management Sellers must issue within 5 Business Days to the Stakeholder a joint written instruction in the form

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attached as Schedule 5 signed by the Authorised Signatories of the Sellers and an Authorised Signatory of the Buyer directing the Stakeholder to pay to the Buyer the Adjustment Amount up to USD$ 200,000, out of the Retention Account;

(ii) If the Completion Dispute has been referred to an Expert as set forth in clause 11.4(d) of the Share Sale Agreement and said Expert has determined in accordance with clause 22.3 of the Share Sale Agreement that an Adjustment Amount is due to the Buyer, the Buyer must forward within 5 Business Days a copy of a certificate from said Expert stating the amount of the Adjustment Amount being due to the Buyer and the Stakeholder must do all things necessary to cause the Adjustment Amount to be paid to the Buyer up to USD$ 200,000, out of the Retention Amount.

(b.) If the Buyer has made any Management Sellers Warranty Claim and that Management Sellers Warranty Claim becomes a Resolved Warranty Claim, then within 5 Business Days after the date on which the Management Sellers Warranty Claim becomes a Resolved Warranty Claim:

(i) if the Resolved Warranty Claim is the result of an agreement between the Sellers and the Buyer to deduct an agreed amount from the Retention Amount, the Buyer and the Main Sellers and the Management Sellers must issue to the Stakeholder a joint written instruction in the form attached as Schedule 5 signed by an the Authorised Signatories of the Sellers and an Authorised Signatory of the Buyer directing the Stakeholder to pay to the Buyer, out of the Retention Account, the Resolved Amount; or

(ii) if the Resolved Warranty Claim is the result of a final award rendered in accordance with clause 23.14 of the Share Sale Agreement in respect of the Management Sellers Warranty Claim, the Buyer must forward to the Stakeholder a copy of the award specifying the amount of the indemnification obligation owed by the Management Sellers to the Buyer pursuant to clause 13(b) of the Share Sale Agreement and the Stakeholder must do all things necessary to cause the Resolved Amount to be paid to the Buyer, out of the Retention Amount.

5. Release of moneys at the Retention Amount Expiry Date

Within 10 Business Days after the Retention Amount Expiry Date, the Stakeholder shall pay to the Sellers, out of the Retention Account, the balance of the Retention Amount (together with any accrued interest on that amount) less, if any, the aggregate of any Claimed Amounts.

6. Payment after the Retention Amount Expiry Date

At any time after the Retention Amount Expiry Date and within 5 Business Days after, either:

(a.) A joint written instruction in the form attached as Schedule 5 signed by the Authorised Signatories of the Sellers and an Authorised Signatory of the Buyer; or

(b.) A notification by the Buyer of a final award rendered in accordance with clause 23.14 of the Share Sale Agreement in respect of an Unresolved Warranty Claim specifying the amount of the indemnification obligation owed by the Management Sellers to the Buyer pursuant to clause 13(b) of the Share Sale Agreement,

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the Stakeholder must do all things necessary to cause the amount of such Unresolved Warranty Claim mentioned in such joint written instruction or final award to be paid to the Buyer, out of the Retention Amount.

At any time after the Retention Amount Expiry Date, if the Buyer has not provided the Stakeholder with proper evidence that a request for arbitration pursuant to clause 23.14 of the Share Sale Agreement has been filed in respect of an Unresolved Warranty Claim and for the amount of its Claimed Amount within 6 months as from its written notice to the Management Sellers (or any of them) and in any case before [date of this deed plus 18 months], the Claimed Amount in respect such Unresolved Warranty Claim shall be paid promptly (together with any accrued interest on that amount) to the Sellers out of the Retention Amount.

After the Retention Amount Expiry Date and the resolution of all Unresolved Claim, any remaining portion of the Retention Amount not distributed to the Buyer pursuant to the immediately preceding sentence (together with any accrued interest on that amount) shall be released to the Sellers promptly thereafter by the Stakeholder.

7. Obligations of the parties

(a.) The duties and obligations of the Stakeholder with respect to the Retention Amount will be determined solely by reference to the express terms of this Deed.

(b.) If the Buyer gives notice to the Sellers of any Management Sellers Warranty Claim, the Buyer must also give a copy of that notice to the Stakeholder.

(c.) As between the Sellers and the Buyer, nothing in this Deed will be taken to affect their obligations under the Share Sale Agreement in any way and the Sellers and the Buyer (as between themselves) agree to execute and deliver joint written instructions contemplated by this Deed through their respective Authorised Signatories in order to give effect to the treatment of the moneys in the Retention Account as contemplated by the Share Sale Agreement.

(d.) The Stakeholder is not liable for, and the Sellers and the Buyer release the Stakeholder in respect of, each of the following:

(i) any Loss occasioned by the deposit of the Retention Amount into the Retention Account including any damage to, or diminution in value of, the Retention Amount and the party entitled to the Retention Amount bears the risk of any such Loss unless it is caused by the negligence, fraudulent act or omission or wilful misconduct of the Stakeholder or its employees or agents;

(ii) any Loss (whether capital or interest) which arises from the authorised investment of the Retention Amount by the Stakeholder;

(iii) investigating the authenticity of any joint written instruction received by the Stakeholder or any other document given to it pursuant to this Deed including the capacity of any person purporting to sign that joint written instruction or document as the Authorised Signatories of the Sellers or an Authorised Signatory of the Buyer;

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(iv) any payment made in accordance with a joint written instruction if it appears on the face of that joint written instruction to be signed by the Authorised Signatories of the Sellers and an Authorised Signatory of the Buyer; and

(v) any Loss arising out of or in connection with its performance of, or its failure to perform, any of its obligations under this Deed unless such Loss is caused by the negligence, fraudulent act or omission or wilful misconduct of the Stakeholder or its employees or agents.

(e.) [Sellers’ comments: Payment of such fees would be rather paid on Completion; the part of the costs and expenses to be borne by Sellers (see clause 10.12) should paid by deduction against the Retention Amount] The Sellers and the Buyer must pay, in equal shares and on demand, the Stakeholder’s costs and expenses (including any disbursements, taxes and any fees, charges or expenses of any legal or other professional advisers) reasonably incurred by the Stakeholder in connection with:

(i) the performance of its duties and obligations under this Deed;

(ii) the enforcement or preservation of any rights under this Deed; and

(iii) the commencement of any interpleader claim or action in connection with the Retention Amount or directly or indirectly related to the subject matter of this Deed.

8. Indemnity

(a.) Each party (other than the Stakeholder) unconditionally and irrevocably indemnifies the Stakeholder on demand against any and all costs, losses, liabilities, claims, actions, damages, expenses, penalties and taxes whatsoever (Loss) which the Stakeholder may suffer or incur as a result of or in consequence of acting in accordance with the terms of this Deed or otherwise endeavouring to carry out its duties and obligations under this Deed, even if the Stakeholder was informed or advised of the likelihood of such Loss, including any litigation (including any interpleading claim or action) arising from or related to the subject matter of this Deed.

(b.) This indemnity is separate and independent from the other obligations and rights of the Sellers and the Buyer. This indemnity ceases to bind the Sellers and the Buyer once the Stakeholder has finally distributed the Retention Amount in accordance with this Deed.

(c.) It is not necessary for the Stakeholder to incur an expense or make a payment before making a claim under or enforcing this indemnity.

9. Representations of the Buyer and Sellers

The Buyer and each of the Sellers each represent and warrant to the Stakeholder that:

(a.) it has the power and authority to enter into this Deed and to carry out its obligations under this Deed;

(b.) it has duly authorised, executed and delivered this Deed; and

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(c.) this Deed confers valid and binding obligations on it.

10. Sellers’ Authorised Signatories

The Seller’s Authorised Signatories are hereby unconditionally and irrevocably appointed as the joint representatives of the Sellers for the purpose of any consent or notice to be given or received hereunder for which this Deed expressly provides that such consent or notice, action or step is to be given, conducted or taken by the Sellers.

11. General

11.1 Stakeholder’s reliance

The parties acknowledge that the Stakeholder’s duties are of a purely mechanical and administrative nature and the parties agree that the Stakeholder may rely without further enquiry on, and act on the basis of, any written instruction delivered to it in accordance with this Deed.

11.2 Nature of obligations

Each obligation imposed on a party by this Deed in favour of another is a separate obligation. Unless specified otherwise, the performance of one obligation is not dependent or conditional on the performance of any other obligation.

11.3 Entire understanding

(a.) This Deed and the Share Sale Agreement contain the entire understanding between the parties concerning the subject matter of this Deed and supersede, terminate and replace all prior agreements and communications between the parties.

(b.) Each party acknowledges that, except as expressly stated in this Deed, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of any other party in relation to the subject matter of this Deed.

11.4 No adverse construction

This Deed, and any provision of this Deed, is not to be construed to the disadvantage of a party because that party was responsible for its preparation.

11.5 Further assurances

A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to this Deed.

11.6 No waiver

(a.) A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Deed does not operate as a waiver of the power or right.

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(b.) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Deed.

(c.) A waiver of a breach does not operate as a waiver of any other breach.

11.7 Severability

Any provision of this Deed which is invalid in any jurisdiction must, in relation to that jurisdiction:

(a.) be read down to the minimum extent necessary to achieve its validity, if applicable; and

(b.) be severed from this Deed in any other case,

without invalidating or affecting the remaining provisions of this Deed or the validity of that provision in any other jurisdiction.

11.8 Successors and assigns

This Deed binds and benefits the parties and their respective successors and permitted assigns under clause 0.

11.9 No assignment

A party cannot assign or otherwise transfer the benefit of this Deed without the prior written consent of each other party.

11.10 Consents and approvals

Where anything depends on the consent or approval of a party then, unless this Deed provides otherwise, that consent or approval may be given conditionally or unconditionally or withheld, in the absolute discretion of that party.

11.11 No variation

This Deed cannot be amended or varied except in writing signed by the parties.

11.12 Costs

Each party must pay its own legal costs of and incidental to the preparation and completion of this Deed except that the costs of the Stakeholder will be shared equally between the Sellers and the Buyer.

11.13 Governing law and jurisdiction

(a.) This Deed is governed by and must be construed in accordance with the laws in force in New South Wales, Australia.

(d) The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Agreement, its performance or subject matter.

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11.14 Notices

Any notice or other communication to or by a party under this Deed must be given in accordance with the Share Sale Agreement. The address of the Stakeholder is:

Address:	[insert]
Attention:	[insert]
Email:	[insert]

or to any other address last notified in writing by the Stakeholder to the other parties.

11.15 Counterparts

If this Deed consists of a number of signed counterparts, each is an original and all of the counterparts together constitute the same document.

11.16 Execution and delivery

(a.) By executing this Deed, a party intends:

(i) to be immediately bound by this Deed; and

(ii) for such execution to constitute delivery of this Deed to each other party.

(b.) Nothing in this clause 0 should be taken to exclude any statutory or common law principle applicable to the proper execution and delivery of a deed.

(c.) This clause 0 supersedes, terminates and replaces any prior agreements and communications between the parties which indicate that the agreements recorded in this Deed are “subject to contract” or similar arrangements.

11.17 No merger

A term or condition of, or act done in connection with, this Deed does not operate as a merger of any of the undertakings, warranties and indemnities in this Deed or the rights or remedies of the parties under this Deed which continue unchanged.

11.18 Operation of indemnities

Unless this Deed expressly provides otherwise:

(d.) each indemnity in this Deed survives the expiry or termination of this Deed; and

(e.) a party may recover a payment under an indemnity in this Deed before it makes the payment in respect of which the indemnity is given.

Schedule 1 – Sellers

[…]

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Schedule 2 – Authorised Signatories

Sellers
Name:	Signature:
Name:	Signature:
Buyer
Name:	Signature:

Schedule 3 – Form of Notification of Deposit of the Retention Amount

From: the Stakeholder

To: the Sellers’ Authorised Signatories and the Buyer’s Authorised Signatory

[Date]

Dear Sirs,

We refer to the Retention Amount and Stakeholder Deed entered into between the Sellers, the Buyer and the Stakeholder (each as defined therein) dated [•] 2014. Capitalised terms used in this letter shall have the meanings given to them in the Retention Amount and Stakeholder Deed.

In accordance with Article 3.1(c) of the Retention Amount and Stakeholder Deed, we hereby notify you that the entire amount of the Retention Amount has been deposited into the Retention Account as of [date].

Yours faithfully,

[The Stakeholder]

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Schedule 4 – List of Permitted Investments of the Retention Amount To be discussed:

[…]

Schedule 5 – Joint Instruction to Release Moneys in Retention Account

To: [Stakeholder]

[Date]

Dear Sirs,

We refer to the Retention Amount and Stakeholder Deed entered into between the Sellers, the Buyer and the Stakeholder (each as defined therein) dated [•] 2014. Capitalised terms used in this letter shall have the meanings given to them in the Retention Amount and Stakeholder Deed.

We hereby irrevocably and unconditionally instruct the stakeholder to release within five Business Days from the Retention Account and pay [to the Buyer / to the Sellers in accordance with the Relevant Proportion], the sum of USD$ [*].

Yours faithfully,

[Authorised Signatories of the Sellers and Authorised Signatory of the Buyer]

[…]

Schedule 6 – Sellers Bank Accounts

[…]

Schedule 7 – Sellers’ Respective Proportion

[…]

Executed as a deed.

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EX-4.22

Exhibit 4.22

Confidential

AVENANT AU CONTRAT DE TRAVAIL A DURÉE INDÉTERMINÉE ENTRÉ EN VIGUEUR LE 1er MAI 2004	AMENDMENT TO THE INDEFINITE TERM EMPLOYMENT CONTRACT ENTERED INTO EFFECT ON MAY 1st 2004
ENTRE :	BETWEEN :
La société IMMUTEP, société anonyme au capital de 128.330 euros, immatriculée au RCS de Evry sous le numéro 439 518 663, située Parc Club Orsay, 2 rue Jean Rostand, 91893 Orsay cedex, représentée par Monsieur John B. Hawken, agissant en sa qualité de Président Directeur Général,	The company IMMUTEP, registered with the RCS of Evry under number 439 518 663, whose headquarter situated Club Orsay Park, 2 rue Jean Rostand, 91893 Orsay cedex, represented by Mr John B. Hawken, acting in his capacity as Chairman and CEO,
(ci-après «la Société»)	(hereinafter “the Company”)
D’UNE PART, ET	OF THE FIRST PART AND
Monsieur Frédéric TRIEBEL, né le 20 novembre 1954, à Douala (Cameroun), demeurant 10 rue Saint Louis, 78000 Versailles - France, de nationalité Française, (ci-après «le Salarié»)	Mr. Frédéric TRIEBEL, born on November 20, 1954, born in Douala (Cameroun) residing 10 rue Saint Louis, 78000 Versailles - France, of French nationality, (hereinafter “the Employee”),
D’AUTRE PART PRÉAMBULE	OF THE SECOND PART PREAMBLE
Le Salarié a été embauché par la Société par Contrat à Durée Indéterminée entré en vigueur le 1er mai 2004 en qualité de Directeur Scientifique et Médical (ci-après le «Contrat de Travail»).	The Employee has been hired by the Company with an indefinite period contract entered into on 1st May 2004 as Chief Scientific and Medical Officer (hereinafter “The Employment Contract”).
La Société a proposé au Salarié une évolution de son poste en lien avec son entrée au sein de groupe Prima et le Salarié a accepté de modifier son Contrat de travail selon les modalités visées ci-après dans le cadre du présent Avenant à son Contrat de travail (ci-après l’«Avenant»).	The Company has proposed to the Employee an evolution of his position linked to its entry within Prima Group and the Employee has accepted to modify his employment contract as per the terms and conditions stated hereafter in the present Amendment (hereafter the “Amendment”).
En outre, le Salarié confirme à la Société, par la signature du présent Avenant, son intention de participer à l’intégration de la Société au sein du groupe Prima Group et ainsi de rester en poste au moins 2 ans à compter de la signature du présent Avenant.	Moreover, the Employee hereby confirms to the Company his intention to participate in the integration of the Company within Prisma Group and thus his intention to commit as an Employee for a minimum of 2 years as from the signature of the present Amendment;

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Il est entendu entre les parties que le présent Avenant annule et remplace toutes les stipulations contractuelles entre les parties et constitue dans l’intégralité de l’accord entre la Société et le Salarié.		It is agreed between the parties that the present Amendment shall supersede all the contractual provisions between the parties and shall thus constitute the entire agreement between the Company and the Employee.
IL A ÉTÉ CONVENU ET ARRÊTÉ CE QUI SUIT :		IT IS HEREBY AGREED AS FOLLOWS:
1.	Engagement	1.	Employment
1.1	Le Salarié continuera à travailler en qualité de Directeur Scientifique du groupe Prima Group pour une durée indéterminée, à compter de la Date d’Effet.	1.1	The Employee will continue to work as Chief Scientific Officer of Prima Group, for an indefinite period of time, as of the Date of Effect.
	Il est entendu entre les Parties que le présent Avenant est conclu sous la condition suspensive que la Société entre dans le groupe Prima Group, à savoir à la condition que le capital social de la Société soit détenu à 100% par Prima BioMed Ltd et que la Date d’Effet sera donc la date à laquelle la Société sera effectivement détenue par Prima BioMed Ltd.		It is agreed between the Parties that the present Amendment is concluded under the condition precedent that the Company is part of Prima Group, that is as from the date on which Prima BioMed Ltd actually holds 100% of the Company’s share capital and accordingly that the Date of Effect shall be the date on which the Company will be actually hold by Prima BioMed Ltd.
	Il est entendu entre les parties que pour toute question relative aux droits du Salarié, l’ancienneté prise en compte sera le 1er mai 2004.		It is agreed between the parties that for any question related to the Employee’s rights, the date of seniority taken into account shall be 1st May 2004.
1.2	Le Salarié bénéficiera du statut de Cadre, Niveau X, en vertu de la Convention Collective actuellement applicable à la Société, qui, à titre d’information, est actuellement la Convention Collective des Industries Pharmaceutiques («la Convention»).	1.2	The Employee will enjoy the status of Executive (“Cadre”), Position X, according to the Collective Bargaining Agreement currently applicable to the Company which for information purposes is for the Pharmaceutical Industry Collective Bargaining Agreement (“the CBA”).
2.	Fonctions	2.	Duties
2.1	A compter de la Date d’Effet, le Salarié aura le titre et assumera les responsabilités et les tâches incombant au Directeur Scientifique du groupe Prima. En tant que tel, le Salarié sera en charge notamment de :	2.1	As of the Date of Effect, as such, the Employee shall have the title and shall perform the responsibilities and duties of Chief Scientific Officer (“CSO”) of Prima BioMed Limited (“Prima”), the Employee will be notably in charge of:
	- réaliser des études et des recherches notamment dans le domaine de l’immunologie ;		- conducting studies and research particularly in the field of immunology;

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	- diriger les recherches scientifiques pour tous les produits du groupe Prima ;		- heading scientific research for all of Prima’s products and direct outsourced contract research, in particular any LAG-3 related products and the research in terms of new products ;
	- diriger tous les contrats de recherches avec des tiers, en particulier concernant tous les produits LAG-3, ainsi que toutes les recherches effectuées en vue de créer des nouveaux produits ou pour des nouveaux produits ;		- overseeing all analytical work (e.g. immune monitoring) and be part of all clinical development decisions ;
	- superviser tout le travail analytique (par exemple le suivi de la réponse immunitaire) ;		- representing the company also on road shows and scientific congresses and perform any other duties that are customarily commensurate with such position, as well as any additional duties and responsibilities as directed by PRIMA ;
	- participer à toutes les décisions liées au développement clinique ;		The Employee will be given such executive and administrative powers and authority as may be needed to carry out those duties.
	- représenter la Société également dans les salons professionnels et tout congrès scientifique ;		Employee’s responsibilities and duties shall be determined by and may be changed from time to time as deemed appropriate by the Chief Executive Officer (“CEO”).
	- prendre en charge toute autre charge liée à son poste et à ses responsabilités, ainsi que toute tâche ou responsabilité supplémentaire qui pourrait lui être assignée par Prima.		The Employee shall also have the title and perform the role of Managing Director of the Company .
	La Société veillera à octroyer au Salarié l’ensemble des pouvoirs et autorisations administratives, ainsi que l’autorité nécessaire pour mener à bien ses fonctions.
	Les responsabilités et les tâches incombant au Salarié seront déterminées et pourront évoluer au fur et à mesure du temps et modifiées ponctuellement par le Chief Executive Officer de Prima Group, si celui-ci l’estimait nécessaire et/ou approprié.
	Il est entendu entre les parties que le Salarié cumulera ses fonctions salariales avec le statut de Directeur Général de la Société.
2.2	En dehors des fonctions ci-dessus mentionnées, le Salarié pourra être amené à effectuer d’autres travaux et missions demandées ponctuellement.	2.2	In addition to the duties mentioned above, the Employee may also be asked, on a one-off basis, to undertake other work or assignments.

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2.3	Ces fonctions seront exercées par le Salarié sous l’autorité et dans le cadre des instructions données par son supérieur hiérarchique [Marc Voight, Chief Executive Officer de Prima Group, , auquel il devra rendre compte régulièrement de son activité.	2.3	Those duties will be performed by the Employee under the instructions and authority of his superior Marc Voigt, Chief Executive Officer, to whom the Employee will report of his activities on a regular basis.
3.	Obligations	3.	Obligations
3.1	Le Salarié s’engage pendant la durée de son contrat de travail, à travailler exclusivement pour la Société ou toute société du groupe Prima Group et dédier tout son temps à la Société ou toute société du groupe Prima Group.	3.1	The Employee undertakes, for the duration of his employment contract, to work exclusively for the Company or any company of the Prima Group and to dedicate all his time to the Company or any company of Prima Group.
3.2	Pendant la durée de son Contrat de Travail, le Salarié s’interdit de s’intéresser, directement ou indirectement, de quelque manière ou à quelque titre que ce soit, à toute activité qui serait susceptible de concurrencer les activités de la Société ou de toutes Sociétés du groupe Prima Group.	3.2	During the term of his Employment Contract, the Employee undertakes not to take any interest, directly or indirectly, by whatever means or capacity, in any professional activity, even though it is not likely to compete with those of the Company or of any company of Prima Group.
3.3	Le Salarié s’engage pendant la durée de son Contrat de Travail à suivre toutes les instructions qui pourront lui être données par la Société et Prima Group et à se conformer aux règles internes de la Société et du groupe, y compris les politiques de Prima BioMed, dont le Share Trading Policy.	3.3	The Employee undertakes for the term of his Employment Contract to follow all instructions which may be given to him by the Company and Prima Group and to comply with the internal rules of the Company and of the Prima Group as well as to comply with all Prima BioMed employee policies including the Share Trading Policy.
3.4	Le Salarié s’engage d’une manière générale à prendre toutes les dispositions nécessaires pour mener à bien les tâches qui lui sont confiées.	3.4	The Employee undertakes generally to take all the necessary steps to ensure that he can carry out all tasks given to him.
3.5	En cas d’empêchement à remplir ses fonctions, quelle qu’en soit la cause, le Salarié s’engage à informer la Société dans les plus brefs délais.	3.5	Should he be prevented from fulfilling his duties, for whatever reason, the Employee undertakes to immediately inform his superior.

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4.	Rémunération	4.	Remuneration
	En contrepartie de ses services, le Salarié recevra un salaire annuel brut de 160.000 euros (cent soixante mille €) payable en douze mensualités égales, à savoir un salaire mensuel brut de 13.333,33 Euros pour la durée de travail prévue à l’article 5 ci-dessous.		In return for his services, the Employee will receive an annual salary of Euros 160,000 Euros gross payable over twelve equal monthly installments, that is to say a monthly salary of gross Euros 13,333.33, for the working time provided in the Article 5 below.
5.	Durée du travail	5.	Working Time
	Compte tenu de l’importance des obligations du Salarié, de son autonomie dans l’organisation de son emploi du temps, de son autorité lui permettant de prendre des décisions de façon largement indépendante et de sa rémunération qui se situe à l’un des échelons les plus élevés de l’échelle des salaires, le Salarié reconnaît qu’il a le statut de cadre dirigeant en vertu de l’article L.3111-2 du Code du travail.		In light of the importance of the Employee’s duties, his autonomy in the organisation of his timetable, his authority to take decisions on a largely autonomous basis and his remuneration which is on one of the highest levels of the pay scale, the Employee acknowledges that he has the status of top executive “cadre-dirigeant” under article L.3111-2 of the Employment Code.
	Le Salarié ne sera donc pas soumis à la règlementation sur la durée du travail.		The Employee will therefore not be subject to working time regulations.
6.	Lieu de travail	6.	Place of Work
6.1	Le Salarié exercera principalement ses fonctions au siège de la Société et/ou au sein des établissements secondaires de la Société ou dans les filiales ou sociétés associées de la Société ou dans les établissements de recherche publique, ainsi que dans toute société du groupe Prima Group.	6.1	The Employee will mainly carry out his duties at the Company’s headquarter, establishment and/or secondary schools in the Company or subsidiaries or associates of the Company or the locations of public research companies.
6.2	Il est entendu entre les Parties que le Salarié passera de façon régulière 3 jours par semaine dans les locaux du groupe Prima Group situées à Berlin et/ou à Leipzig. Il confirme qu’il s’engage à voyager et à résider en tous lieux et aussi souvent que cela sera nécessaire pour les besoins de la Société, soit de sa propre initiative, soit à la demande de la Société.	6.2	It is agreed between the Parties that the Employee will work 3 days per week within the premises of the Prima Group located in Berlin and/or in Leipzig on a regular basis. He confirms its commitment to travel and reside anywhere and as often as necessary for the purposes of the Company or on its own initiative or at the request of the Company.
6.3	D’un commun accord entre les parties, le lieu de travail ne constitue pas une condition essentielle du présent accord pour le Salarié. Par conséquent, le Salarié accepte que le lieu de travail soit modifié et déplacé en France en fonction des intérêts de la Société.	6.3	By common agreement between the parties, the place of work is not an essential term of this agreement for the Employee. Consequently, and in the light of the nature of his duties, the Employee accepts that the place of work may be modified and relocated in France depending on the Company’s operating interests.

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7.	Congés payés	7.	Paid Holidays
7.1	Le Salarié bénéficiera de 5 semaines de congés payés par an.	7.1	The Employee shall benefit from 5 weeks of paid leaves per year.
7.2	Le Salarié bénéficiera en outre, au cas par cas, des congés payés spécifiques institués dans la Convention, en plus des jours fériés officiels.	7.2	The Employee shall also have a right to specific paid holidays as set out by the Employment Code and by the CBA.
7.3	L’année de référence pour apprécier les droits à congé est la période comprise entre le 1er juin de l’année en cours et le 31 mai de l’année suivante.	7.3	The base year to calculate the holiday rights runs from 1 June of the present year to 31 May of the following year.
7.4	La date des congés sera arrêtée d’un commun accord entre le Salarié et son supérieur hiérarchique compte tenu des nécessités du service. Elles devront faire l’objet d’une autorisation écrite.	7.4	Holidays dates shall be decided upon by both the Employee and her superior, in the light of work needs. These dates shall be authorized in writing.
8.	Frais professionnels	8.	Professional expenses
	Les frais professionnels engagés par le Salarié dans l’exercice de ses fonctions lui seront remboursés, après autorisation écrite et sur présentation des justificatifs correspondants.	8.1	Professional expenses incurred by the Employee in the exercise of his duties shall be reimbursed subject to prior written authorization and upon presentation of the supporting documents.
		8.2
9.	Clause de non concurrence	9.	Non competition clause
9.1	Compte tenu de la nature de ses fonctions et des informations confidentielles ou des Secret d’Affaires dont il dispose, le Salarié s’interdit, directement ou indirectement, en cas de cessation du présent contrat, quelle qu’en soit la cause :	9.1	(a) Taking into account the nature of her duties and the confidential information or Trade Secrets at his disposal, the Employee is forbidden, whether directly or indirectly, in the event of the termination of this contract, for whatever reason:
	- de solliciter ou tenter de solliciter, soit pour son compte soit pour celui de toute autre personne, un client ou un prospect de la Société ou du Groupe,		- to entice or endeavour to entice away, whether for her own benefit or for that of any other, any client or prospect of the Company or the Group,

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	- d’exercer, à quelque titre et sous quelque forme que ce soit, une activité concurrente de celle de la Société et/ou de celles des Sociétés Affiliées à savoir qui aurait une approche technique identique ou similaire ou qui participerait à leur concurrence.		- to disclose to anyone or use for its own account or on behalf of any third party, any information constituting a Company Trade Secret.
	- de constituer une entité ou activité, d’acquérir des titres, des parts sociales ou actions de société qui serait en concurrence avec celle de la Société ou de ses Sociétés Affiliées, à l’exception de sociétés cotées dans la mesure où il détiendrait moins de 5% du capital social. .	(b)	The Employee is during the duration of the employment contract subject to a non-competition clause. He may not directly or indirectly, either independently, employed or otherwise, either on its own or on behalf of others work for a company that is in business competition with the Company and / or its subsidiaries (e.g. same or similar technological approach) or that supports such a competition.
	- De divulguer à quiconque ou d’utiliser pour son propre compte ou pour le compte de tout tiers, toute information constituant un Secret d’Affaires de la Société.	(c)	In the same way the Employee is also prohibited during the period of such a ban to set up businesses, to acquire or thereto participate directly or indirectly in such businesses which are in competition to the Company. Exempted from this prohibition are stakes in listed companies up to a level of 5.0% of the share capital.
9.2	Cette interdiction de concurrence est limitée à une durée de 12 mois, commençant au dernier jour de travail effectif, et couvre le territoire de l’Union Européenne.	9.2	This non-competition clause shall apply for 12 months, starting on the last effective day of work, and covers the territory of European Union.
9.3	Une indemnité de non-concurrence égale à 33% de la rémunération moyenne brute mensuelle de base versée au Salarié au cours des 12 mois précédant la notification de la rupture sera versée mensuellement au Salarié pendant toute la durée de l’interdiction.	9.3	A non-competition indemnity of 33% of the average monthly gross basic remuneration paid to the Employee within 12 months preceding the notification of the termination will be paid on a monthly basis to the Employee during all the non competition obligation.
9.4	La Société se réserve la faculté de libérer le Salarié de la clause de non concurrence. Dans ce cas, la Société devra en informer le Salarié dans la lettre de licenciement ou la rupture conventionnelle, le cas échéant, ou, en cas de démission du Salarié, dans les trois semaines suivant la notification de celle-ci. Conformément à la Convention, si la Société lève la clause de non-concurrence, l’indemnité de	9.4	The Company however keeps the right to release the Employee from this non-competition clause. In such a case, the Company will notify the Employee either in the dismissal letter or in the mutual termination agreement or, in case of resignation of the Employee, within 3 weeks as from the notification of such

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	non-concurrence définie au paragraphe 9.3. ci-dessus sera payée au Salarié pendant trois mois à compter de la fin du contrat de travail, à l’expiration du préavis. Le Salarié s’interdit de divulguer à quiconque ou d’utiliser pour son propre compte ou pour le compte de tout tiers, toute information constituant un Secret d’Affaires de la Société.		resignation. In accordance with the CBA, in case the Company waives the non-compete covenant, the non-competition indemnity defined in the paragraph 9.3 above shall be paid to the Employee only during a period of 3 months starting on termination date, at the end of the notice period. The Employee declares not disclose to anyone or to use for his own interest or for any third party’s interest any information that would be a Trade Secret of the Company.
9.5	Tout manquement du Salarié à l’interdiction mentionnée au présent article rendra ce dernier redevable de plein droit à l’égard de la Société d’une somme égale à la rémunération de ses 6 derniers mois de salaire, sans préjudice pour la Société de tout autre droit à réparation.	9.5	Any failure of the Employee to comply with the obligation hereby mentioned will allow the Company to an indemnity which amounts to the remuneration paid to the Employee during 6 months before the termination, without prejudice of any further action to claim damages.
9.6	Le Salarié reconnaît que son engagement est nécessaire afin de préserver les intérêts de la Société et que la présente clause ne l’empêchera nullement de retrouver un emploi.	9.6	The Employee acknowledges that his agreement is necessary in order to safeguard the Company’s interests and/or any company of the Group, and the Employee declares that his professional experience, education, skills and knowledge enable him to work in another activity than the Company’s.
9.7	Dans l’hypothèse où cette clause serait considérée comme trop étendue par une juridiction compétente, les parties conviennent qu’il sera alors fait application de la clause dans son étendue la plus large telle qu’autorisée par la loi et la Convention Collective.	9.7	Should the provisions of this article be considered too extensive by a competent jurisdiction, the parties agree that this clause shall be applied to its maximum extent as authorized by the current legislation and the Collective Bargaining Agreement.
10.	Non-sollicitation	10.	Non-Solicitation Covenant
	En cas de départ de la Société, quels qu’en soient la cause et l’auteur, le Salarié s’engage à ne pas faire appel et à n’engager directement, indirectement ou par personne interposée ou à inciter à quitter la Société, aucun personnel de la Société et ceci pour une durée de 12 mois, à compter de la date de première présentation de la lettre notifiant la rupture du Contrat de Travail.		In the event of departure from the Company, regardless of cause and party responsible, the Employee agrees not to solicit or hire directly, indirectly or through any third party, any personnel of the Company, during a term of twelve months, from the date the termination of the Contract is notified.

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	Dans le contexte de la phrase précédente, le terme «personnel de la Société» désigne les salariés et les stagiaires et tout personnel ayant travaillé pour la Société à quelque titre que ce soit au cours des six mois précédant la date des actions prohibées du Salarié telles que décrites au premier paragraphe du présent article.		In the light of the previous sentence, the words “personnel of the Company” refer to the employees and contractors, who have worked for the Company, in any capacity whatsoever, during the 6 months preceding the date of any of the prohibited actions above described.
	En cas d’infraction aux dispositions du présent article, le Salarié devra payer à la Société une indemnité égale au choix de la Société, soit à 12 fois le dernier salaire mensuel brut de la personne engagée, soit au préjudice subi par la Société.		Breach of this covenant shall make the Employee liable for the payment, chosen by the Company, of liquidated damages equal either to 12 times the amount of the latest gross salary allocated to the Employee hired, or to the prejudice actually suffered by the Company.
11.	Informations Confidentielles, Inventions, Brevets	11.	Confidential Information, Inventions and Patents
Informations Confidentielles		Confidential Information
11.1	Dans l’exercice de ses fonctions, le Salarié aura un accès ou sera en contact avec certaines informations appartenant à la Société et/ou confidentielles. La Société et le Salarié conviennent que la sauvegarde des droits de la Société sur les informations appartenant à la Société et/ou confidentielles, ou tous autres droits similaires ou en rapport avec ces informations, est d’une importance primordiale.	11.1	In the exercise of his functions, the Employee will be given access to or come into contact with certain proprietary and/or confidential information of the Company. The Company and the Employee agree that safeguarding the Company’s rights to proprietary and confidential information or any other similar or related rights is of vital importance.
11.2	Le Salarié s’engage, pendant toute la durée de son emploi et ultérieurement, à maintenir la plus stricte confidentialité sur les Informations Confidentielles de la Société (telles que définies à l’article 11.5 ci-après) créées par le Salarié ou auxquelles le Salarié a accès dans le cadre de son emploi, jusqu’à ce que les Informations Confidentielles tombent dans le domaine public en l’absence de violation de l’obligation de confidentialité de la part du Salarié ou de tout tiers. Le Salarié n’utilisera pas ou ne divulguera pas les Informations Confidentielles de la Société sans	11.2	At all times during and subsequent to his employment, the Employee agrees to keep in strictest confidence the Company’s Confidential Information (as defined in sub-clause 11.5 below) that is created by the Employee or to which the Employee has access during his employment, until such time as the Confidential Information becomes public without any infringement of the Employee’s or any third-party’s confidentiality obligation. The Employee will not use or disclose such Company Confidential Information without the prior written consent of the Company,

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	l’autorisation préalable écrite de la Société, à l’exception de ce qui est nécessaire dans le cadre de l’exercice de ses fonctions au sein de la Société. Le Salarié n’est pas tenu de traiter comme confidentielle toute information dont il était en possession ou avait connaissance avant qu’elle lui soit transmise par la Société ou qui serait devenue publique sans violation des obligations du Salarié prévues au présent article.			except as may be necessary in the ordinary course of performing the duties of the Company. The Employee shall not be required to treat as confidential any information that was in the Employee’s possession or was known to the Employee prior to receipt from the Company or becomes public knowledge without the Employee’s breach of his obligations under this sub-clause.
11.3	Le Salarié a le droit de divulguer toute Information Confidentielle de la Société dans la mesure où il est tenu de le faire par la loi ou par tout tribunal ou agence ou autorité de réglementation, à condition que : (i) à l’exception du cas où une loi ou un règlement l’interdit, le Salarié informe la Société immédiatement après avoir pris connaissance d’une telle demande, et (ii) le Salarié devra recourir à tout moyen raisonnable pour obtenir l’assurance qu’un traitement confidentiel sera accordé aux Informations Confidentielles.		11.3	The Employee is entitled to disclose any Company Confidential Information to the extent that the Employee is required to do so by law or by any court or regulatory agency or authority, provided that: (i) except to the extent prohibited by law or regulation from so doing, the Employee shall notify the Company as soon as possible upon becoming aware of any such requirement; and (ii) the Employee shall use all reasonable endeavours to obtain assurance that confidential treatment will be accorded to such Confidential Information.
11.4	En cas de résiliation du contrat de travail du Salarié avec la Société pour quelque raison que ce soit, le Salarié remettra immédiatement à la Société toutes les copies, sous quelque forme que soit, les Informations Confidentielles de la Société dont le Salarié a la possession, la détention ou le contrôle et il ne gardera aucune Information Confidentielle de la Société sur tout support lisible directement ou par l’intermédiaire d’une machine.		11.4	On termination of the Employee’s employment with the Company for any reason, the Employee will promptly surrender to the Company all copies in whatever form of the Company’s Confidential Information in the Employee’s possession, custody or control and will not retain any of the Company’s Confidential Information that is embodied in any readable or machine-readable form.
11.5	Les Informations Confidentielles de la Société comprennent les éléments suivants :		11.5	Confidential Information of the Company shall include the following:
	(A)	Toutes recherches en cours ou non, études et projets liés à l’activité de la Société, tout brevet, tout logiciel ainsi que ses différentes versions et la documentation y-afférant appartenant à la Société ;		(A)	Any research, whether pending or finalised, any studies or projects linked to the Company’s activity, and all versions of the Company’s proprietary patent or software and all related documentation;

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	(B)	tout autre logiciel, matériel informatique, documentation et information créés, développés, fabriqués ou distribués par la Société;		(B)	other software, hardware, documentation and information created, developed, produced or distributed by the Company;
	(C)	les méthodes et pratiques commerciales de la Société ;		(C)	the Company’s business methods and practices;
	(D)	les compilations de données ou informations concernant l’activité de la Société;		(D)	compilations of data or information concerning the Company’s business;
	(E)	les noms des fournisseurs et des clients de la Société et la nature des relations de la Société avec les fournisseurs ou les clients;		(E)	the names of the Company’s suppliers and customers and the nature of the Company’s relationships with these suppliers or customers;
	(F)	les informations commerciales et les conditions commerciales des clients de la Société;		(F)	the business information and requirements of the Company’s customers;
	(G)	les informations appartenant aux clients, les informations confidentielles, les secrets d’affaires communiqués à la Société par ses clients, fournisseurs, salariés, consultants, ou les partenaires commerciaux dans le cadre d’études, évaluations ou pour leur utilisation;		(G)	confidential, proprietary or trade secret information submitted to the Company by the Company’s customers, suppliers, employees, consultants, or co-ventures for study, evaluation or use;
	(H)	toute autre information généralement non connue du public (comprenant des informations sur les activités, l’état financier, le personnel et les produits ou services de la Société) qui est tenue confidentielle par la Société ou est considérée par la Société comme étant confidentielle,		(H)	any other information not generally known to the public (including information about the Company’s operations, finances, personnel, products or services) that is maintained as confidential by the Company or is otherwise considered by the Company to be confidential; and
	(I)	les listes téléphoniques ou toute autre information concernant les salariés.		(I)	employee phone lists or any records related to employee information.
11.6	Parmi les Informations Confidentielles auxquelles le Salarié est susceptible d’avoir accès à l’occasion de l’exécution de son contrat de travail, le Salarié peut être amené à avoir connaissance d’Informations Confidentielles constituant des secrets d’affaires de la Société (ci-après le(s)		11.6	Among the Confidential Information to which the Employee may have access during the execution of its employment agreement, the Employee may have knowledge of Confidential Information constituting of Company’ trade secrets (hereinafter “Trade Secret(s)”), such as

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	« Secret(s) d’Affaires »), tels que ceux définis par l’article L.151-1 du Code de commerce résultant de la proposition de loi n° 2139 enregistrée à la Présidence de l’Assemblée nationale le 16 juillet 2014. En Particulier, toute information connue du Salarié ou qui lui serait accessible à l’occasion de l’exécution de ses Fonctions listées à l’Article 2 ci-dessus, ainsi que toute information visée à l’article 11.6 ci-dessus, constitue, par son caractère non public ou par les mesures de protection de sa confidentialité, ou par sa nature scientifique, technique, stratégique, concurrentielle, ou par son intérêt commercial ou par tout autre élément lui conférant une valeur économique, une Information Confidentielle constituant un Secret d’Affaires de la Société.		those defined by Article L.151-1 of the French Commercial Code resulting from the draft law no. 2139 registered at the Presidency of the French National Assembly on 16 July 2014. In Particular, any information known by the Employee or which would be available within the performance of its functions listed in Section 2 above, and any information referred to in Article 11.6 above, is, by its non-public character or by the measures to protect its confidentiality, or by its scientific, technical, strategic, competitive nature, or his commercial interest or any other element conferring an economic value, a Confidential Information constituting a Company Trade Secret.
11.7	Le Salarié reconnaît que la divulgation ou l’utilisation pour son propre compte ou pour le compte de tout tiers d’Informations Confidentielles ou de Secrets d’Affaires, est de nature à porter préjudice aux intérêts de la Société. En conséquence, le Salarié reconnaît et accepte qu’en cas d’infraction au présent Article 11 pendant son contrat de travail, il pourrait, le cas échéant, faire l’objet de sanctions disciplinaires et s’exposerait, s’agissant des obligations de confidentialité relatives à des Secrets d’Affaires, à des poursuites civiles et pénales. Les présentes obligations de confidentialité survivront à la fin du présent contrat pour quelque cause que ce soit pour une durée de 5 (cinq) ans et leur violation expose le Salarié au paiement d’une indemnité égale au préjudice subi, nonobstant les procédures civiles, ou les poursuites pénales, qui seraient ouvertes à la Société au titre de la protection de ses Secrets d’Affaires.	11.7	The Employee acknowledges that the disclosure or the use for its own account or on behalf of any third party of Confidential Information or Trade Secrets is likely to prejudice the interests of the Company. Accordingly, the Employee acknowledges and agrees that in the event of breach of this Article 11 during his employment agreement, it could, if applicable, be sanctioned with disciplinary and would be exposed, with regard to the confidentiality obligations on the Trade Secrets, to civil and criminal prosecution. These confidentiality obligations will survive to the termination of this Agreement for any reason whatsoever for a period of 5 (five) years and their breach exposes the Employee to pay compensation equal to the loss suffered, notwithstanding the civil proceedings, or criminal prosecution, which would be open to the Company within the protection of its Trade Secrets.

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Propriété Intellectuelle		Intellectual Property
11.8	Pendant toute la durée de l’emploi du Salarié par la Société, le Salarié communiquera immédiatement par écrit à la Société tous les détails utiles sur les Œuvres (comme défini ci-après) créées, reçues, formalisées ou apprises dans ce cadre, seule ou avec d’autres, qui se rapportent à l’activité de la Société.	11.8	During the Employee’s employment with the Company, the Employee will promptly disclose in writing to the Company all relevant details on the Works (as defined below) generated, received or reduced to practice or learned by them, either alone or jointly with others, which relate to the business of the Company.
11.9	Œuvres désignent toutes inventions (brevetables ou non), innovations, améliorations, développements, méthodes, modèles, analyses, dessins, rapports, logiciels, codes source, informations confidentielles, marques, noms commerciaux, sites internet, noms de domaines, logos, slogans, savoir-faire, données techniques, secrets d’affaires, bases de données et toutes informations similaires ou en rapport avec les activités actuelles ou futures de la Société, la recherche et développement, ou des produits ou services existants ou futures conçus, développés, fabriqués, crées ou formalisés par le Salarié dans le cadre de son emploi au sein de la Société.	11.9	Works mean all inventions (whether or not patentable), innovations, improvements, developments, methods, designs, analysis, drawings, reports, software, source codes, confidential information, trade mark, trade name, internet site, domain name, logo, slogan, know-how, technical data, business secrets, databases and all similar or related information that relate to the Company’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed, made or reduced to practice by the Employee while employed by the Company.
11.10	Le Salarié s’engage à céder à la Société les droits de propriété intellectuelle et industrielle sur les œuvres, y compris sans que ce soit limitatif, tous les droits de brevet, droits d’auteur et les droits sur les bases de données ou d’autres droits ou formes de protection d’une nature similaire ou ayant un effet équivalent partout dans le monde et pour la durée de leur protection dans la mesure où ces droits ne sont pas automatiquement dévolus à la Société en application de la loi.	11.10	The Employee undertakes to assign to the Company the intellectual and industrial property rights in the Works, including but not limited to all patent rights, copyright and database rights or similar rights or forms of protection of a similar nature or having equivalent effect anywhere in the world and for the term of their protection to the extent that such rights do not devolve automatically upon the Company by operation of law.
11.11	Le Salarié reconnaît que, conformément à l’article L.113-9 du Code de la Propriété intellectuelle, tous les droits patrimoniaux relatifs aux programmes informatiques créés par lui, seul ou conjointement avec d’autres, au cours de l’exécution de son contrat de travail ou en vertu d’instructions de la Société seront automatiquement dévolus à la Société, sans qu’une cession expresse ne soit nécessaire et sans aucune autre gratification que le salaire du Salarié.	11.11	The Employee acknowledges that, pursuant to Article L.113-9 of the French Intellectual Property Code, all economic rights relating to software programmes created by him, alone or jointly with others, during the performance of his contract or pursuant to the Company’s instructions will automatically devolve upon the Company, with no requirement for an express assignment and with no other consideration than the Employee’s salary.

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11.12	Le Salarié reconnaît également que, conformément à l’article L. 611-7-1 du Code de la propriété intellectuelle, toutes les inventions créées ou développées par le Salarié, seul ou conjointement avec d’autres, soit dans l’accomplissement d’une mission inventive ou d’études et / ou de projets de recherche qui pourraient lui être expressément affectés, appartiennent à la Société. Une rémunération supplémentaire sera versée au Salarié pour cette invention. Cette rémunération sera déterminée en application des dispositions de la Convention Collective applicable.		11.12	The Employee further acknowledges that, pursuant to Article L. 611-7-1 of the French Intellectual Property Code, all inventions created or developed by the Employee, alone or jointly with others, in the accomplishment either of an inventive mission or studies and/or research projects that may be expressly assigned to him, belong to the Company. An additional remuneration shall be paid to the Employee in respect of such invention. Such remuneration will be determined in accordance with the provisions of the applicable CBA.
	Toutes les autres inventions appartiennent au Salarié, mais la Société est en droit d’exiger la cession ou le droit d’utiliser tout ou partie des droits attachés aux brevets qui entrent dans le champ d’application de l’article L. 611-7-2 du Code de la propriété intellectuelle français.			All other inventions belong to the Employee but the Company is entitled to require the assignment or the right to use all or part of the rights attached to the patents which fall within the scope of Article L. 611-7-2 of the French Intellectual Property Code.
11.13	Si les œuvres du Salarié sont protégées par le droit d’auteur, le Salarié reconnaît que, si un accord de cession est nécessaire pour que la Société soit reconnue comme propriétaire des droits patrimoniaux existant sur les œuvres, cet accord de cession sera conclu à titre exclusif et couvrira le droit de reproduction, représentation, traduction et adaptation des œuvres du Salarié, tels que décrits ci-après, pour le monde entier et pour la durée de la protection prévue par les lois et les conventions internationales :		11.13	If the Employee’s Works are protected by copyright (droit d’auteur), the Employee acknowledges that, where a specific assignment agreement is necessary for the Company to be acknowledged as the owner of the economic rights existing in the Works, this assignment agreement will cover the right of reproduction, representation, translation and adaptation of the Employee’s Work, as described below, for the entire world and for the duration of the protection as provided by applicable laws and international conventions:
	(A)	le droit de reproduire les œuvres du Salarié comprend, sans limitation, le droit exclusif de reproduire les œuvres, en tout ou en partie, sous quelque forme et par quelque moyen que ce soit, telles que l’impression, dessin, photographie, enregistrement mécanique, numérique ou électronique, sur tous les supports tels que papier, plastique, numérique, magnétique, analogique, électronique ou support informatique, sur toute forme de CD ou de DVD et sur tout moyen de télécommunications comme Internet;		(A)	the right to reproduce the employee’s Work includes, without limitation, the exclusive right to reproduce the Work, in whole or in part, under any form and by any means, such as printing, drawing, photography, mechanic, digital or electronic recording, on any media such as paper, plastic, digital, magnetic, analog, electronic or computer media, on any form of CDs or DVDs and on any telecommunications media such as Internet;

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(B)	le droit de représenter les œuvres du Salarié comprend, sans limitation, le droit de publier et de communiquer les œuvres au public, par tous les moyens existants ou à venir tels que les communications par diffusion publique, émission télévisuelle, Internet, intranet, télévision numérique terrestre, câble, satellite, radio ou téléchargement;	(B)	the right to represent the employee’s Work includes, without limitation, the right to publish and communicate the Work to the public, by any existing or future means of communications such as by public diffusion, television broadcasting, Internet, intranet, terrestrial digital television, cable, satellite, radio or downloading;
(C)	le droit de traduire les œuvres du Salarié comprend, sans limitation, le droit de traduire ou de faire traduire les œuvres, en tout ou en partie, dans n’importe quelle langue, et le droit de reproduire la traduction sur tout support et de la communiquer au public par tout moyen;	(C)	the right to translate the employee’s Work includes, without limitation, the right to translate the Work or have the Work translated, in whole or in part, in any language, and the right to reproduce the translation on any media and to communicate it to the public by any means;
(D)	le droit d’adapterr, modifier, traduire, transformer, mixer, assembler, monter, arranger, transcrire les œuvres du Salarié comprend, sans limitation, le droit de modifier ou de développer les œuvres ou de les adapter si nécessaire pour le transfert des œuvres sur un autre support.	(D)	the right to adapt the employee’s Work includes, without limitation, the right to modify, translate, transform, mix, assemble, edit, arrange, transcribeor develop the Work or to adapt it where this is necessary for the transfer of the Work onto another media.
(E)	le droit de distribuer, commercialiser, diffuser par tous moyens, auprès de tout public ;	(E)	the right to distribute, market, broadcast by any means, from at any public;
(F)	le droit de consentir à tout tiers tout contrat de reproduction ou d’édition, de diffusion, de commercialisation et toute licence, sous quelque forme, quelque support et quelque moyen que ce soient, tels que ci-avant visés, et toute cession à titre onéreux ou gratuit de tout ou partie des droits cédés.	(F)	The right to consent to any third party any contract of reproduction or publishing, distribution, marketing and any license in any form, any media and any means whatsoever, as described above, and any assignment f either against payment or free of charge of all or part of the rights assigned.

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		Un juste prix sera versé au Salarié en contrepartie de la cession de son droit d’auteur sur les œuvres.			A fair price will be paid to the Employee in consideration of the assignment of his copyright in his Works.
11.14	Le Salarié renonce à tout droit moral qu’il pourrait conserver sur ses œuvres.		11.14	The Employee waives any moral rights which he may retain in the Works.
11.15	Le Salarié garantit qu’il n’est pas l’auteur d’Œuvres créées avant son emploi au sein de la Société, susceptible de gêner l’exploitation pas la Société de ses propres Œuvres ou intérêts.		11.15	The Employee warrants that he is not at the origin of any Work created before his employment with the Company, which may conflict with the Company’s own works or interests.
11.16	En tant que de besoin, le Salarié cède à la Société, au fur et à mesure de la réalisation des Contributions et au fur et à mesure du versement des salaires mensuels visés à l’article 6, les droits de représentation, reproduction, adaptation, diffusion sur l’ensemble des Contributions susvisées pris ensemble ou isolément, ainsi que les droits d’exploitation dérivés de chaque élément des Contributions dans les termes des dispositions ci-après, les droits cédés comprenant :		11.16	As necessary, the Employee assigns to the Company, as the Contribution are created and as the payment of monthly salaries referred to in Article 6 are made, the right of representation, reproduction, adaptation, broadcast on all the above contributions taken together or separately, as well as related right of each element of the Contributions, including the following rights granted:
	(A)	à la demande de la Société, signer tous les documents et accomplir toute formalité que la Société pourrait, à son entière discrétion, juger nécessaires ou souhaitables pour acquérir pleinement la propriété des droits de propriété intellectuelle relatifs aux œuvres auxquels a droit la Société ou pour obtenir l’enregistrement ou tout autre type de protection des droits de propriété intellectuelle partout dans le monde; et		(A)	execute on demand such instruments and do all such things as the Company may, in its absolute discretion, consider to be necessary or desirable to enable it or its nominee to acquire the full benefit of and title to any intellectual property relating to the Works to which the Company is entitled and/or to secure any registration or like protection for any such intellectual property in any part of the world; and
	(B)	fournir son assistance à la demande de la Société ou de tout successeur en titre dans le cadre de tout litige ou de pré-contentieux relatif à tout droit de propriété intellectuelle ou tout autre droit ou enregistrement ou tout autre type de protection y-afférant.		(B)	give to the Company or any successor in title such assistance as it may require in connection with any dispute or threatened dispute relating to any intellectual property or any associated right or registration or other protection in respect of them.

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11.17	Le Salarié s’interdit pour la durée de son emploi par la Société et ultérieurement de remettre ou d’autoriser tout tiers à utiliser, copier ou dupliquer tout logiciel sous licence ou développés par la Société dont il a reçu une copie, soit directement ou indirectement, ou d’utiliser ces logiciels pour son propre compte. Le Salarié s’engage à rendre à la Société toutes copies de logiciel sous licence ou développés par la Société en sa possession immédiatement à la résiliation de son contrat de travail.	11.17	The Employee agrees that he will not at any time whether during or after the period of time in which he is employed by the Company deliver to or allow any third party to use, copy or duplicate any software licensed to or developed by the Company of which he receives a copy, or directly or indirectly, use any such software for his own account. The Employee agrees to return to the Company all copies of Company licensed or developed software in his possession immediately upon termination of his employment.
11.18	La rupture du présent contrat, pour quelque motif que ce soit, n’aura pas d’incidence sur la cession des droits afférents aux Contributions nées ou réalisées avant ladite rupture, la Société étant seule titulaire des droits patrimoniaux sur l’ensemble des Contributions (même inachevées) auxquelles aura participé le Salarié.	11.18	The termination of this Agreement for any reason whatsoever, will not affect the assignment of rights related to any Contributions born or made before that termination, the Company rights on all Contributions (even unfinished) which will be attended by the Employee.
Publications		Publications
11.19	Il est entendu entre les Parties que le Salarié devra solliciter l’accord écrit de la Société avant de rédiger, de participer à, d’effectuer, de signer ou de valider pour publication tout article relatif aux Œuvres, aux Contributions et plus généralement à toutes inventions, recherches, études et travaux auxquels il pourrait avoir accès dans le cadre de son Contrat de Travail.	11.19	It is agreed between the Parties that the Employee shall ask for the prior written consent of the Company before writing, participate in writing, sign or validate for publication any article related to the Works, the Contributions and more generally to any invention, research, studies or works he would have access to while performing his Employment Contract.
12.	Durée du contrat et rupture	12.	Duration of the contract and termination
12.1	Chacune des parties pourra mettre fin au contrat de travail et à cet Avenant, sous réserve de respecter les règles fixées à cet effet par la loi et la Convention et notamment un préavis réciproque de trois mois prévu par la Convention.	12.1	Each of the parties may terminate the employment contract and the present Amendment, subject to compliance with the law and the CBA and notably to a 3-month notice period as set forth in the CBA.
12.2	La partie qui n’observerait pas le préavis dû devra à l’autre partie une indemnité égale au salaire correspondant à la durée du préavis restant à courir.	12.2	The party which fails to comply with the notice period provisions shall be liable to pay the other an indemnity equal to the salary for the remainder of the notice period.

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13.	Restitution	13.	Restitution
	Le Salarié s’engage, à l’issue de son contrat, à restituer à la Société tous les documents, livres, disquettes, bandes magnétiques et autres supports papiers, matériels, cartes de crédit et autres biens de la Société, ou de toute société du Groupe, ou relatifs à ses activités, qui pourraient être en sa possession, en son pouvoir ou en son contrôle et ce, sans aucune formalité ni mise en demeure préalable.		The Employee undertakes, at the end of his employment contract, to return to the Company, all documents, books, disks, cassettes, and other related papers, materials, credit cards and other goods of the Company or any Group Company, or anything relating to his activities, which may be in his possession or power or under his control and he undertakes to do so without any prior formality or warning.
14.	Information – Protection des données	14.	Information – Data protection
	Le Salarié s’engage à informer la Société sans délai de tout changement qui interviendrait dans les situations qu’il a signalées à la Société lors de son engagement (adresse, situation de famille, etc.).		The Employee agrees to inform the Company promptly of any changes in the particulars he has reported to the Company upon hiring (address, family status, etc.).
	Le Salarié s’engage également à communiquer à la Société, à la demande de celle-ci et sans délai, tout document réclamé par la Société lors de son engagement (diplôme, reconstitution de carrière, etc.).		The Employee also agrees to provide to the Company, upon request and promptly, any document requested by the Company upon hiring (diploma, career history, etc.).
	Le Salarié accepte de communiquer à la Société toutes les données personnelles le concernant qui lui sont demandées par la Société (ce qui inclut la nationalité du Salarié et son appartenance syndicale si le Salarié vient à être délégué ou représentant syndical au sein de la Société) et qui sont nécessaires à l’exécution du présent contrat et à la gestion du personnel. Le Salarié accepte que les données précitées soient collectées et traitées par la Société à des fins de gestion du personnel, telles que la gestion de la paye, le contrôle d’accès aux locaux, des horaires et de la restauration, la réalisation de fichiers salariés etc. Le Salarié accepte également que ces données soient transmises à et traitées par l’une quelconque des sociétés		The Employee agrees to communicate to the Company all personal data relating to him, which are requested by the Company (including the citizenship of the Employee and his trade union membership if the Employee is a trade union delegate or representative within the Company) and will be necessary for performing the present contract and for managing employees. The Employee accepts that the said data be collected and processed by the Company for managing employees, including payroll management and control of access to the premises, working hours, catering, and keeping and maintaining employees records etc. The Employee also accepts that this data may be transferred to and processed by any company of Prima Group, including

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	appartenant au groupe Prima Group, y compris celles situées en dehors de l’Union Européenne, ou toute autre entité si le transfert de ces données se révèle nécessaire à l’exécution du présent contrat et à la gestion du dossier personnel du Salarié. Le Salarié est informé que toutes les données du type de celles contenues dans le présent Contrat, ses Annexes et ses avenants (ainsi que leurs mises à jour), doivent obligatoirement être traitées par la Société car elles sont nécessaires à l’exécution du Contrat et à la gestion du personnel.		companies located in countries outside the European Union or any entity if the transfer of data is necessary for carrying out the Contract and for managing employees. The Employee is informed that all the data of the type contained in this Contract, annexes and amendments thereto (as well as updates thereof) must be notified to the Company because they are necessary for the execution of this agreement and management of the personal file of the Employee.
	Le Salarié pourra exercer son droit d’accès et de rectification sur les données le concernant, comme le prévoit la loi n°78-17 du 6 janvier 1978, en contactant le département Ressources Humaines de la Société. Au titre du droit d’accès, le Salarié pourra demander copie de toute donnée personnelle le concernant, ainsi que des informations relatives au traitement des données personnelles et aux tiers auxquels lesdites données peuvent être communiquées. Par ailleurs, le Salarié pourra s’opposer pour des raisons légitimes au traitement des données personnelles le concernant en contactant le département Ressources Humaines de la Société.		The Employee shall have the right of access to and rectification of this data, pursuant to the law n° 78-17 of 6 January 1978, by contacting the Human Resources Department of the Company. The right of access entitles the Employee to request copies of all personal data of which the Employee is a data subject, information regarding the processing of personal data and the third parties to whom data may be disclosed. In addition, the Employee may oppose for legitimate reasons to the processing of personal data related to him.
15.	Divers	15.	Miscellaneous
15.1	A partir de la date de la signature du présent Avenant, celui-ci remplace tout contrat, engagement ou lettre d’offre entre le Salarié et la Société ou le Groupe.	15.1	From the date of this Amendment, the latter shall replace all other contracts, engagements or offer letters between the Employee and the Company or the Group.
15.2	Le présent Avenant est soumis au droit français.	15.2	This Amendment is subject to French law.
15.3	Les dispositions du présent Avenant sont séparables et par conséquent toute nullité de l’une ou plusieurs d’entre elles prononcée par un tribunal compétent, ne s’étend pas aux autres.	15.3	The provisions of this Amendment are severable and consequently, if one or more provision is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions of this contract.
15.4	Tout différend concernant l’exécution ou la rupture du contrat de travail et/ou de cet Avenant sera soumis à la juridiction française compétente.	15.4	All disputes concerning the execution or termination of the employment contract and of this Amendment will be submitted to the competent jurisdiction of French courts.

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15.5	La version de cet Avenant faisant foi est la version française.	15.5	The binding version of this Amendment is the French one.
15.6	Le présent Avenant est fait en deux exemplaires, dont l’un devra être retourné signé par le Salarié à la Société dans les plus brefs délais.	15.6	This Amendment is made in two copies, one of which shall be signed by the Employee and returned to the Company as soon as possible.

Fait à Versailles En double exemplaire, Le 01/10/2014 *	Signed in Versailles In duplicate, On October 1st, 2014 *
/s/ John B. Hawken	/s/ John B. Hawken
IMMUTEP Représentée par Mr John B. Hawken *	IMMUTEP Represented by Mr John B. Hawken *
/s/ Frédéric Triebel	/s/ Frédéric Triebel
Monsieur Frédéric TRIEBEL	Mr Frédéric TRIEBEL

*  « Lu et approuvé, Bon pour accord » *  “Lu et approuvé, Bon pour accord »

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EX-12.1

Exhibit 12.1

Certification of the Chief Executive Officer and Chief Financial Officer as required by

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Marc Voigt, certify that:

1. I have reviewed this annual report on Form 20-F of Prima BioMed Ltd;

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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report my 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. I have disclosed, based on my 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: October 30, 2015

/s/ Marc Voigt

Marc Voigt

Chief Executive Officer

Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification of the Chief Executive Officer and Chief Financial Officer as required by

Rule 13a-14(b) of the Securities Exchange Act of 1934

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Marc Voigt, Chief Executive Officer and Chief Financial Officer of Prima BioMed Ltd (the “Company”), hereby certifies that, to the best of his knowledge:

1. The Company’s Annual Report on Form 20-F for the period ended June 30, 2015, to which this Certification is attached as Exhibit 13.1 (the “Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2015

/s/ Marc Voigt

Marc Voigt

Chief Executive Officer

Chief Financial Officer

This certification accompanies the Form 20-F to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Prima BioMed Ltd under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.