Benitec Biopharma LTD/ADR (Form: F-3, Received: 06/01/2017 08:02:36)

As filed with the Securities and Exchange Commission on June 1, 2017.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Benitec Biopharma Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

Australia

2834

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

99 Mount Street, Suite 1201

North Sydney, NSW, 2060, Australia

Tel: +61 2 9555 6986

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tacere Therapeutics, Inc.

3940 Trust Way

Hayward, CA 94545

Tel: (510) 780-0819

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew S. Reilly

Baker & McKenzie

50 Bridge Street, Level 27

Sydney, NSW 2000, Australia

Tel: +61 2 9225 0200

Fax: +61 2 9225 1595

Marc R. Paul

Baker & McKenzie LLP

815 Connecticut Avenue, N.W.

Washington, DC 20006

Tel: (202) 452-7000

Fax: (202) 416-7035

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined in light of market conditions.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered(2)	Proposed maximum aggregate price per unit(2)	Proposed maximum aggregate offering price(2)(3)	Amount of registration fee(4)
Ordinary shares, no par value per share, in the form of American Depositary Shares(1)
Preference Shares
Warrants
Total			$20,000,000	$2,318

(1)	American Depositary Shares (as evidenced by American Depositary Receipts, each representing 20 ordinary shares) have been registered on a separate registration statement on Form F-6 filed on May 20, 2014 (File No. 333-196105), as amended on July 21, 2015.

(2)	Not specified as to each class of securities to be registered pursuant to General Instruction II.C. of Form F-3.

(3)

The registrant is hereby registering an indeterminate number of securities of each identified class as may from time to time be offered at unspecified prices or upon conversion, exchange or exercise of securities registered hereunder to the extent such securities are, by their terms, convertible or exchangeable or exercisable for, such securities. The maximum aggregate offering price of all securities covered by this Registration Statement will not exceed $20,000,000. The Registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The securities registered hereunder include securities that may be purchased by underwriters to cover over-allotments, if any.

(4)	Calculated pursuant to Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement that we have filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where their offer or sale is not permitted.

Subject to Completion, dated June 1, 2017.

PROSPECTUS

LOGO

Benitec Biopharma Limited

US$20,000,000

American Depositary Shares representing Ordinary Shares

Preference Shares

Warrants

We may offer the securities described in this prospectus from time to time in amounts, at prices and on terms to be determined at or prior to the time of the offering. We refer to the American Depositary Shares, or ADSs, representing ordinary shares, the preference shares and the warrants as the “Securities”. This prospectus describes the general manner in which the Securities may be offered using this prospectus. We will provide specific terms and offering prices of these Securities in supplements to this prospectus. Any supplement to this prospectus may also add, update or change information contained in this prospectus. You should read this prospectus and the accompanying prospectus supplements carefully before you invest in the Securities.

We may offer the Securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to investors (including our shareholders), on a continuous or delayed basis. The supplement to this prospectus for each offering of Securities will describe in detail the plan of distribution for that offering.

Our ADSs are listed on The NASDAQ Capital Market under the symbol “BNTC”. Our ordinary shares are listed on the Australian Securities Exchange under the symbol “BLT.”

So long as the aggregate market value worldwide of our outstanding common equity held by non-affiliates (“public float”) is less than US$75 million, the aggregate market value of securities sold by us under this prospectus during the period of 12 calendar months immediately preceding the date of sale may be no more than one-third of the public float. Our public float, as calculated in accordance with General Instruction I.B.5 of Form F-3, was approximately US$16.2 million as of May 31, 2017.

Investing in the Securities involves risks. See “ Risk Factors ” beginning on page 4 of this prospectus and under similar headings in any amendment or supplement to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission that is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2017.

TABLE OF CONTENTS


	Page
About this Prospectus		ii
Cautionary Note Regarding Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		4
Use of Proceeds		4
Capitalization		4
Price History of American Depositary Shares and Ordinary Shares		5
Description of Share Capital		7
Description of American Depositary Shares		14
Description of Warrants		22
Description of Preference Shares		23
Plan of Distribution		24
Expenses		27
Legal Matters		27
Experts		27
Enforceability of Civil Liabilities		27
Incorporation by Reference		28
Where You Can Find Additional Information		29
Disclosure of SEC’s Position on Indemnification for Securities Act Liability		29

You should rely only on the information provided by this prospectus, any prospectus supplement and any information incorporated by reference. We have not authorized anyone else to provide you with different or additional information or to make any representations other than those contained in or incorporated by reference to this prospectus or any accompanying prospectus supplement. We have not taken any action to permit a public offering of the securities described in this prospectus outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must observe any restrictions relating to the offering of the securities described in this prospectus and the distribution of this prospectus outside of the United States. This prospectus is not an offer to sell, or solicitation of an offer to buy, any securities in any circumstances under which the offer of solicitation is unlawful.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this process, we may, from time to time, sell any combination of the Securities in one or more offerings. The Securities to be sold pursuant to this registration statement may have a total aggregate value of up to US$20,000,000. This prospectus does not contain all of the information included in the registration statement. You should refer to the registration statement including the exhibits before making a decision to purchase any securities described in this prospectus.

The information in this prospectus is accurate as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor the sale of any securities described in this prospectus means that information contained in this prospectus is correct after the date of this prospectus or as of any other date. We will provide a prospectus supplement each time we sell any securities described in this prospectus and you should read both this prospectus and the prospectus supplement, together with any information incorporated by reference, before making an investment decision.

A prospectus supplement may provide updated, changed or additional information to the information contained in this prospectus. You should rely on the information contained in the prospectus supplement to the extent there is any conflict between the information contained in this prospectus and the prospectus supplement. Any statement in a prospectus supplement or any document incorporated by reference with a later date will supersede or modify an earlier statement in any document with an earlier date. Any information incorporated by reference is only accurate as of the date of the document incorporated by reference.

You may access the registration statement, exhibits and other reports we file with the SEC on the SEC’s website. More information regarding how you can access this and other information is included under the heading “Where You Can Find Additional Information.”

Unless otherwise indicated or the context implies otherwise:

•

“we,” “us,” “our” or “Benitec” refers to Benitec Biopharma Limited and its subsidiaries;

•

“shares” or “ordinary shares” refers to our ordinary shares;

•

“ADSs” refers to American Depositary Shares, each of which represents 20 ordinary shares; and

•

“ADRs” refers to American Depositary Receipts, which evidence the ADSs.

Unless otherwise noted, all other financial and other data related to Benitec in this prospectus is presented in Australian dollars. All references to “A$” in this prospectus mean Australian dollars. All references to “$” or “US$” in this prospectus mean U.S. dollars unless the context otherwise requires.

Our fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year.

Solely for convenience, trademarks and trade names referred to in this prospectus appear without the “ ^® ” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference may contain forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus, any prospectus supplement, any free writing prospectus, or the documents incorporated by reference, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, any prospectus supplement, any free writing prospectus, or the documents incorporated by reference, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference, we caution you that these statements are based on a combination of facts and important factors currently known by us and our expectations of the future, about which we cannot be certain.

Forward-looking statements may include statements about:

•

our plans to develop and potentially commercialize our product candidates;

•

the timing of the initiation and completion of preclinical studies and clinical trials;

•

the timing of patient enrollment and dosing in any future clinical trials;

•

the timing of the availability of data from clinical trials;

•

the timing of expected regulatory filings;

•

the development of novel adeno-associated virus, or AAV, vectors;

•

expectations about the plans of licensees of our technology;

•

the clinical utility and potential attributes and benefits of DNA-directed RNA interference, or ddRNAi;

•

potential future out-licenses and collaborations;

•

our expectations regarding expenses, ongoing losses, future revenue and capital needs;

•

our use of proceeds from any offering made pursuant to this prospectus;

•

the length of time over which we expect our cash and cash equivalents to be sufficient; and

•

our intellectual property position and the duration of our patent portfolio.

All forward-looking statements speak only as of the date of this prospectus or, in the case of any prospectus supplement, any free writing prospectus, or any document incorporated by reference, that prospectus supplement, free writing prospectus or document. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Important factors that could cause our actual results to differ materially from our expectations are disclosed and described under “Risk Factors”, elsewhere in this prospectus, any prospectus supplement, any free writing prospectus and in filings incorporated by reference.

iii

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PROSPECTUS SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus and incorporated by reference. This summary does not contain all of the information that you should consider before investing in the Securities. You should read the entire prospectus carefully before making an investment decision, including the information presented under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and all information incorporated by reference, including our Annual Report on Form 20-F and the accompanying historical consolidated financial statements and the related notes to those financial statements.

Overview

We are a biotechnology company developing a novel, proprietary therapeutic technology platform that combines gene silencing and gene therapy with a goal of providing sustained, long-lasting silencing of disease-causing genes from a single administration. We are using our technology, called DNA-directed RNA interference, or ddRNAi, to develop our pipeline of product candidates for the treatment of several chronic and life-threatening human diseases, such as hepatitis B, age-related macular degeneration (or AMD), Head and Neck Squamous Cell Carcinoma (or HNSCC) and oculopharyngeal muscular dystrophy (or OPMD). By combining the specificity and gene silencing effect of RNA interference with gene therapy, we believe ddRNAi has the potential to produce long-lasting silencing of disease-causing genes from a single administration, which could eliminate the requirement for patient compliance to take regular doses of medicine for long-term management of their disease. As part of our strategic relationship with Nant Capital, LLC (Nant Capital) and its affiliates, we are developing a clinical stage product candidate using antisense RNA technology for the treatment of HNSCC. Together with Nant Capital and its affiliates, we also intend to develop a ddRNAi product candidate to treat pathologies relating to HNSCC. We will require additional financing to progress our product candidates through to key inflection points. In addition, we have licensed our ddRNAi technology to other biopharmaceutical companies whose pipeline programs are progressing towards, or are in, clinical development for applications including HIV/AIDS, retinitis pigmentosa, Huntington’s disease, cancer immunotherapy and intractable neuropathic pain.

Our objective is to become the leader in discovering, developing, clinically validating and commercializing ddRNAi-based therapeutics for a range of human diseases with high unmet clinical need or large patient populations and, as a result, provide a better life for patients with these diseases.

Oculopharyngeal Muscular Dystrophy – recent developments

Results of the initial pre-clinical efficacy studies of our OPMD product candidate were published in April 2017 in Nature Communications, an open access scientific journal published by the Nature Publishing Group. OPMD, a rare, slow-progressing, muscle-wasting disease caused by mutation in the poly(A)-binding protein nuclear 1 (PABPN1) gene, is characterized by eyelid dropping, swallowing difficulties and proximal limb weakness. We believe the key results from these studies demonstrate that a DNA-directed RNA interference approach to ‘silence and replace’ the mutant PABPN1 protein has the potential to correct certain key clinical features of OPMD, including progressive atrophy and muscle weakness associated with nuclear aggregates of insoluble PABPN1. These data were generated in the A17 mouse model that expresses the mutant PABPN1 gene and mimics some important features of human OPMD patients. These findings were important in our product candidate for OPMD, BB-301, receiving an Orphan Drug Designation in the European Union in January 2017.

Age-Related Macular Degeneration – recent developments

In February 2017, we presented results at the Association for Research in Vision and Ophthalmology Asia conference that we believe demonstrated enhanced transduction of ocular tissues using one of the AAV capsids

we developed in collaboration with 4D Molecular Therapeutics. We are currently testing three additional capsid variants and, depending on the results of those studies, expect to progress the development of this product candidate to efficacy studies in non-human primates. The ability to deliver therapeutically relevant concentrations of drugs into the appropriate diseased tissues can be a key challenge for many drug development programs. Our ddRNAi treatment to target AMD is our first therapeutic program in the eye. Assuming that this program is successful, we believe a number of ocular diseases beyond AMD, including retinal diseases with high unmet medical need, could be targeted by ddRNAi therapeutics using these viral vectors as a key component in that platform.

Hepatitis B – recent developments

In December 2016, we released data from an in vivo study in a chimeric mouse model using a single administration of our clinical candidates (BB-101, BB-102 and BB-103) with a daily dosing regimen of an antiviral agent. We believe the key findings of this study demonstrate sustained suppression of hepatitis B in an in vivo model when paired with current standard of care agents used to treat the disease. We believe the impact on the viral burden in this model of hepatitis B infection supports the progression of our lead candidate, BB-103, towards clinical trials.

Strategic Relationship with Nant Capital, LLC

Beginning in October 2016, Benitec entered into a strategic engagement with Nant Capital and its affiliates that involves a scientific collaboration as well as an equity investment by Nant Capital into Benitec. As long as Nant Capital holds at least 10% of the issued shares of Benitec, Benitec must use its reasonable endeavors to procure that its board of directors supports the election of one nominee of Nant Capital at its next annual meeting of shareholders.

In January 2017, Benitec and Nant Capital entered into a collaboration agreement pursuant to which we will manage the development of a clinical stage asset (BB-401) designed to treat HNSCC using a gene silencing approach that targets the epidermal growth factor receptor. The collaboration also contemplates the development of a compound utilizing Benitec’s ddRNAi gene silencing platform to target a related family of therapeutic candidates underlying the core pathophysiology of HNSCC.

Under an exclusive sublicense agreement, NantWorks, LLC, an affiliate of Nant Capital, sublicenses to Benitec certain intellectual property obtained under a license agreement with the University of Pittsburgh pertaining to a therapeutic vector for the treatment of cancers with epidermal growth factor receptor over-expression. Pursuant to the exclusive sublicense agreement, Benitec is required to pay license fees of up to US$50,000 annually and additional fees upon achievement of certain milestones and sales, milestone payments and royalties.

As part of the strategic engagement, Benitec issued an aggregate of 58,611,638 ordinary shares to Nant Capital in private placements in October 2016 and March 2017 for aggregate consideration of A$8.1 million, resulting in Nant Capital holding 28.57% of Benitec’s total issued capital. The research and collaboration agreement requires Benitec to use at least A$5.4 million of the proceeds from these private placements to fund the development of technology sublicensed from NantWorks, LLC and Nant Capital will have a controlling vote on the committee that directs and oversees such development until those funds have been expended. We expect to use the remaining funds from those private placements to develop our existing product candidates.

Corporate Information

Benitec Biopharma Limited was incorporated under the laws of Australia in 1995 and has been listed on the Australian Securities Exchange, or ASX, since 1997.

Our headquarters are located at 99 Mount Street, Suite 1201, North Sydney, New South Wales, 2060 Australia. Our telephone number is +61 2 9555 6986. Our website address is www.benitec.com. Information on our website and the websites linked to it do not constitute part of this prospectus or the registration statement to which this prospectus forms a part. Our agent for service of process in the United States is Tacere Therapeutics, Inc., 3940 Trust Way, Hayward, CA 94545.

RISK FACTORS

Investment in the Securities involves significant risks. You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 20-F for the year ended June 30, 2016, as filed with the SEC, and all other information contained in incorporated by reference in this prospectus and any prospectus supplement or related free writing prospectus before you decide to invest in the Securities. If any such risks actually occurs, then our business, prospects, financial condition, results of operations and cash flow could be materially and adversely affected, thus potentially causing the trading price of any or all of our securities to decline and you could lose all or part of your investment.

Such risks are not exclusive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this prospectus. Known and unknown risks and uncertainties may significantly impact and impair our business operations.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the Securities for general corporate purposes and to advance our product candidates. We may also use a portion of the net process towards the possible acquisition of, or investment in, complementary technologies and businesses. Proceeds may also be used at our discretion for specific purposes described in any prospectus supplement.

Pending these uses, we intend to invest the net proceeds from this offering primarily in bank deposits.

As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we may have upon completion of an offering or offerings. Accordingly, we will retain broad discretion over the use of these proceeds.

CAPITALIZATION

A prospectus supplement or report on Form 6-K incorporated by reference into the registration statement of which this prospectus forms a part will include information on our consolidated capitalization.

PRICE HISTORY OF AMERICAN DEPOSITARY SHARES AND ORDINARY SHARES

NASDAQ Capital Market

Since August 18, 2015, our ordinary shares in the form of ADSs have been trading on The NASDAQ Capital Market under the symbol “BNTC”. The following table sets forth the high and low market prices for our ADSs for the periods indicated as reported on The NASDAQ Capital Market. All prices are in U.S. dollars.


	US$ High		US$ Low
ADSs
Fiscal year ended
June 30, 2016	$	9.00	$	1.22
Fiscal year ended June 30, 2016
First quarter (ended September 30, 2015)	$	9.00	$	6.00
Second quarter (ended December 31, 2015)	$	7.30	$	3.95
Third quarter (ended March 31, 2016)	$	4.34	$	1.22
Fourth quarter (ended June 30, 2016)	$	1.90	$	1.22
Fiscal year ending June 30, 2017
First quarter (ended September 30, 2016)	$	2.06	$	1.20
Second quarter (ended December 31, 2016)	$	1.86	$	1.30
Third quarter (ended March 31, 2017)	$	4.44	$	1.39
Fourth quarter (through May 31, 2017)	$	5.48	$	2.16
Recent months
December 2016	$	1.61	$	1.30
January 2017	$	4.40	$	1.39
February 2017	$	4.44	$	1.55
March 2017	$	3.05	$	2.24
April 2017	$	5.48	$	2.42
May 2017	$	3.16	$	2.16

Australian Securities Exchange

The following table presents, for the periods indicated, the high and low market prices for our ordinary shares reported on the ASX, under the symbol BLT. All prices are in Australian dollars.


	A$ High			A$ Low
Annual:
Fiscal year ended June 30,
2012		0.75	(1)		0.25	(1)
2013		0.50	(1)		0.25	(1)
2014		2.38			0.28
2015		1.32			0.52
2016		1.00			0.09
Quarterly:
Fiscal year ended June 30, 2015
First quarter (ended September 30, 2014)		1.32			0.87
Second quarter (ended December 31, 2014)		1.06			0.52
Third quarter (ended March 31, 2015)		1.08			0.71
Fourth quarter (ended June 30, 2015)		0.89			0.67
Fiscal year ended June 30, 2016
First quarter (ended September 30, 2015)		1.00			0.44
Second quarter (ended December 31, 2015)		0.56			0.27
Third quarter (ended March 31, 2016)		0.32			0.10
Fourth quarter (ended June 30, 2016)		0.12			0.09
Fiscal year ended June 30, 2017
First quarter (ended September 30, 2016)		0.16			0.08
Second quarter (ended December 31, 2016)		0.13			0.09
Third quarter (ended March 31, 2017)		0.21			0.10
Fourth quarter (through May 31, 2017)		0.28			0.14
Most Recent Six Months:
December 2016		0.13			0.09
January 2017		0.19			0.10
February 2017		0.21			0.11
March 2017		0.20			0.15
April 2017		0.28			0.18
May 2017		0.19			0.14

(1)	Takes into account a 25:1 share consolidation that became effective in July 2013.

DESCRIPTION OF SHARE CAPITAL

General

Benitec is a public company limited by shares registered under the Corporations Act by the Australian Securities and Investments Commission, or ASIC. Our corporate affairs are principally governed by our Constitution, the Corporations Act and the ASX Listing Rules. Our ordinary shares trade on the ASX and our ADSs trade on The NASDAQ Capital Market.

The Australian law applicable to our Constitution is not significantly different than a U.S. company’s charter documents except we do not have a limit on our authorized share capital, the concept of par value is not recognized under Australian law and as further discussed under the section titled “Our Constitution” below.

Subject to restrictions on the issue of securities under our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with the rights and restrictions and for the consideration that our board of directors determine.

The rights and restrictions attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable to Australia, the ASX Listing Rules, the Corporations Act and other applicable law. A general summary of some of the rights and restrictions attaching to our ordinary shares are summarized below. Each ordinary shareholder is entitled to receive notice of, and to be present, vote and speak at, general meetings.

Changes to Our Share Capital

As of March 31, 2017, we had (i) 205,140,734 ordinary shares outstanding and (ii) 34,470,203 outstanding options and warrants to purchase an aggregate of 34,470,203 ordinary shares.

Since July 1, 2013, the following changes have been made to our ordinary share capital:

On July 23, 2013, we issued 27,229,089 ordinary shares as part of a private placement at A$0.275 per share to institutional and professional investors outside the United States.

On July 23, 2013, we issued 400,000 ordinary shares at A$0.325 per share to directors resident outside the United States. Participants in the placement received two free unlisted options for every five shares subscribed for in the placement and we therefore also issued 160,000 unlisted options with an exercise price of A$0.013 per share.

On August 6, 2013, we issued 10,254,696 ordinary shares at A$0.275 per share to shareholders resident in Australia or New Zealand under a share purchase plan.

On October 30, 2013, we issued 955,002 ordinary shares to the vendors of Tacere Therapeutics, Inc. as part of the consideration under an acquisition agreement. The consideration was A$350,000.

On February 28, 2014, we issued 14,717,995 ordinary shares and 6,623,098 unlisted options, as the first tranche of a private placement transacted over two tranches to institutional investors in Australia and the United States. Consideration received from the issue of the ordinary shares was A$15,748,255.

On April 15, 2014, we issued 14,717,999 ordinary shares and 6,623,105 unlisted options, as the second tranche of a private placement transacted over two tranches to institutional investors in Australia and the United States. Consideration received from the issue of the ordinary shares was A$15,748,259.

On August 18, 2015, we issued 30,000,000 ordinary shares (in the form of American Depositary Shares) and warrants to purchase 11,500,000 ordinary shares as part of our initial public offering in the United States. Consideration received from the issue of the ordinary shares and warrants was approximately US$13,820,000, before deducting underwriting discount and commissions and expenses.

On October 24, 2016, we issued 29,305,819 ordinary shares to Nant Capital, LLC in a private placement at A$0.0895 per share.

On March 13, 2017, we issued 29,305,819 ordinary shares to Nant Capital, LLC in a private placement at A$0.1859 per share.

In addition, we issued the following ordinary shares upon exercise of options (excluding the warrants discussed in the immediately preceding paragraph) over the past three fiscal years:

•

no ordinary shares in fiscal 2016;

•

982,767 ordinary shares in fiscal 2015; and

•

547,088 ordinary shares in fiscal 2014.

Our Constitution

Our Constitution is similar in nature to the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives or purposes of Benitec. Our Constitution is subject to the terms of the ASX Listing Rules and the Corporations Act. It may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

Under Australian law, a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions of our Constitution are summarized below. This summary is not intended to be complete nor to constitute a definitive statement of the rights and liabilities of our shareholders. Our Constitution is incorporated by reference as an exhibit to the registration statement, of which this prospectus forms a part.

Interested Directors

A director may not vote in respect of any contract or arrangement in which the director has, directly or indirectly, any material interest according to our Constitution. Such director must not be counted in a quorum, must not vote on the matter and must not be present at the meeting while the matter is being considered. However, that director may execute or otherwise act in respect of that contract or arrangement notwithstanding any material personal interest.

Unless a relevant exception applies, the Corporations Act requires our directors to provide disclosure of certain interests or conflicts of interests and prohibits directors from voting on matters in which they have a material personal interest and from being present at the meeting while the matter is being considered. In addition, the Corporations Act and the ASX Listing Rules require shareholder approval of any provision of related party benefits to our directors.

Directors’ Compensation

Our directors are paid remuneration for their services as directors (but excluding any remuneration payable to a director under any executive services contract with us or one of our related bodies corporate) which is determined in a general meeting of shareholders. The aggregate, fixed sum for directors’ remuneration is to be divided among the directors in such proportion as the directors themselves agree and in accordance with our Constitution. The fixed sum remuneration for directors may not be increased except at a general meeting of shareholders and the particulars of the proposed increase are required to have been provided to shareholders in the notice convening the meeting. In addition, executive directors may be paid remuneration as employees of Benitec.

Fees payable to our non-executive directors must be by way of a fixed sum and not by way of a commission on or a percentage of profits or operating revenue. Remuneration paid to our executive directors must also not include a commission or percentage of operating revenue.

Pursuant to our Constitution, any director who performs services that in the opinion of our board of directors, are outside the scope of the ordinary duties of a director may be paid extra remuneration, which is determined by our board of directors.

In addition to other remuneration provided in our Constitution, all of our directors are entitled to be paid by us for reasonable travel accommodation and other expenses incurred by the directors in attending general meetings, board meetings, committee meetings or otherwise in connection with our business.

In addition, in accordance with our Constitution, a director may be paid a retirement benefit as determined by our board of directors subject to the limits set out in the Corporations Act and the ASX Listing Rules which broadly restrict our ability to pay our officers a termination benefit in the event of a change of control of Benitec or our subsidiaries as well as impose requirements for shareholder approval to be obtained to pay certain retirement benefits to our officers.

Borrowing Powers Exercisable by Directors

Pursuant to our Constitution, the management and control of our business affairs are vested in our board of directors. Our board of directors has the power to raise or borrow money, and charge any of our property or business or any uncalled capital, and may issue debentures or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in the manner and on terms it deems fit.

Retirement of Directors

Pursuant to our Constitution and the ASX Listing Rules, one-third of our directors, other than the managing director, must retire from office at every annual general meeting. If the number of directors is not a multiple of three, then the number nearest, to but not exceeding, one-third must retire from office. The directors who retire in this manner are required to be the directors or director longest in office since last being elected. A director, other than the director who is the Chief Executive Officer, must retire from office at the conclusion of the third annual general meeting after which the director was elected. Retired directors are eligible for a re-election to the board of directors unless disqualified from acting as a director under the Corporations Act or our Constitution.

Rights and Restrictions on Classes of Shares

The rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that our directors may issue shares with preferred, deferred or other special rights, whether in relation to dividends, voting, return of share capital, or otherwise as our board of directors may determine. Subject to any approval which is required from our shareholders under the Corporations Act and the ASX Listing Rules, any rights and restrictions attached to a class of shares, we may issue further shares on such terms and conditions as our board of directors resolve. Currently, our outstanding share capital consists of only one class of ordinary shares.

Dividend Rights

Our board of directors may from time to time determine to pay dividends to shareholders. All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by our board of directors for our benefit until claimed or otherwise disposed of in accordance with our Constitution.

Voting Rights

Under our Constitution, and subject to any voting exclusions imposed under the ASX Listing Rules (which typically exclude parties from voting on resolutions in which they have an interest), the rights and restrictions attaching to a class of shares, each shareholder has one vote on a show of hands at a meeting of the shareholders unless a poll is demanded under the Constitution or the Corporations Act. On a poll vote, each shareholder shall

have one vote for each fully paid share and a fractional vote for each share held by that shareholder that is not fully paid, such fraction being equivalent to the proportion of the amount that has been paid to such date on that share. Shareholders may vote in person or by proxy, attorney or representative. Under Australian law, shareholders of a public company are not permitted to approve corporate matters by written consent. Our Constitution does not provide for cumulative voting.

Note that ADS holders may not directly vote at a meeting of the shareholders but may instruct the depositary to vote the number of deposited ordinary shares their ADSs represent.

Right To Share in Our Profits

Pursuant to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. Our board of directors may from time to time determine to pay dividends to the shareholders; however, no dividend is payable except in accordance with the thresholds set out in the Corporations Act.

Rights to Share in the Surplus in the Event of Liquidation

Our Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation, subject to the rights attaching to a class of shares.

No Redemption Provision for Ordinary Shares

There are no redemption provisions in our Constitution in relation to ordinary shares. Under our Constitution, any preference shares may be issued on the terms that they are, or may at our option be, liable to be redeemed.

Variation or Cancellation of Share Rights

Subject to the terms of issue of shares of that class, the rights attached to shares in a class of shares may only be varied or cancelled by a special resolution of Benitec, together with either:

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a special resolution passed by members holding shares in the class; or

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the written consent of members with at least 75% of the shares in the class.

Directors May Make Calls

Our Constitution provides that subject to the terms on which the shares have been issued directors may make calls on a shareholder for amounts unpaid on shares held by that shareholder, other than monies payable at fixed times under the conditions of allotment. Shares represented by the ADSs issued in this offering will be fully paid and will not be subject to calls by directors.

General Meetings of Shareholders

General meetings of shareholders may be called by our board of directors. Except as permitted under the Corporations Act, shareholders may not convene a meeting. The Corporations Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes that may be cast at a general meeting or at least 100 shareholders who are entitled to vote at the general meeting. Notice of the proposed meeting of our shareholders is required at least 28 days prior to such meeting under the Corporations Act.

Foreign Ownership Regulation

There are no limitations on the rights to own securities imposed by our Constitution. However, acquisitions and proposed acquisitions of securities in Australian companies may be subject to review and approval by the Australian Federal Treasurer under the Foreign Acquisitions and Takeovers Act 1975, or the FATA, which generally applies to acquisitions or proposed acquisitions:

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by a foreign person (as defined in the FATA) or associated foreign persons that would result in such persons having an interest in 15% or more of the issued shares of, or control of 15% or more of the voting power in, an Australian company; and

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by non-associated foreign persons that would result in such foreign person having an interest in 40% or more of the issued shares of, or control of 40% or more of the voting power in, an Australian company, where the Australian company is valued above the monetary threshold prescribed by FATA.

However, no such review or approval under the FATA is required if the foreign acquirer is a U.S. entity and the value of the target is less than A$1,094 million.

The Australian Federal Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition if the Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian company in contravention of the FATA, the Australian Federal Treasurer may order the divestiture of such person’s shares or interest in shares in that Australian company.

Ownership Threshold

There are no provisions in our Constitution that require a shareholder to disclose ownership above a certain threshold. The Corporations Act, however, requires a shareholder to notify us and the ASX once it, together with its associates, acquires a 5% interest in our ordinary shares, at which point the shareholder will be considered to be a “substantial” shareholder. Further, once a shareholder owns a 5% interest in us, such shareholder must notify us and the ASX of any increase or decrease of 1% or more in its holding of our ordinary shares, and must also notify us and the ASX on its ceasing to be a “substantial” shareholder. U.S. shareholders who own more than 5% of our ordinary shares (either directly or through the ADSs) are also subject to disclosure requirements under U.S. securities laws.

Issues of Shares and Change in Capital

Subject to our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with preferred, deferred or other special rights and restrictions and for the consideration and other terms that the directors determine.

Subject to the requirements of our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, including relevant shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital (provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially prejudice our ability to pay creditors) or buy back our ordinary shares whether under an equal access buy-back or on a selective basis.

Change of Control

Takeovers of listed Australian public companies, such as Benitec, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a listed company if the acquisition will lead to that person’s or someone else’s voting power in Benitec increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.

Generally, a person will have a relevant interest in securities if the person:

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is the holder of the securities;

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has power to exercise, or control the exercise of, a right to vote attached to the securities; or

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has the power to dispose of, or control the exercise of a power to dispose of, the securities, including any indirect or direct power or control.

If, at a particular time, a person has a relevant interest in issued securities and the person:

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has entered or enters into an agreement with another person with respect to the securities;

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has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition);

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has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; or

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the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised;

the other person is taken to already have a relevant interest in the securities.

There are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general terms, some of the more significant exceptions include:

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when the acquisition results from the acceptance of an offer under a formal takeover bid;

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when the acquisition is conducted on market by or on behalf of the bidder under a takeover bid, the acquisition occurs during the bid period, the bid is for all the voting shares in a bid class and the bid is unconditional or only conditioned on prescribed matters set out in the Corporations Act;

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when shareholders of Benitec approve the takeover by resolution passed at general meeting;

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an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in Benitec of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in Benitec more than three percentage points higher than they had six months before the acquisition;

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when the acquisition results from the issue of securities under a rights issue;

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when the acquisition results from the issue of securities under dividend reinvestment schemes;

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when the acquisition results from the issue of securities under underwriting arrangements;

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when the acquisition results from the issue of securities through operation of law;

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an acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed financial market or a financial market approved by ASIC;

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an acquisition arising from an auction of forfeited shares conducted on-market; or

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an acquisition arising through a compromise, arrangement, liquidation or buy-back.

Breaches of the takeovers provisions of the Corporations Act are criminal offenses. ASIC and the Australian Takeover Panel have a wide range of powers relating to breaches of takeover provisions, including the ability to make orders canceling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities. There are certain defenses to breaches of the takeover provisions provided in the Corporations Act.

Access to and Inspection of Documents

Inspection of our records is governed by the Corporations Act. Any member of the public has the right to inspect or obtain copies of our registers on the payment of a prescribed fee. Shareholders are not required to pay a fee for inspection of our registers or minute books of the meetings of shareholders. Other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders. Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

The Bank of New York Mellon, as depositary, has registered and delivered American Depositary Shares, also referred to as ADSs. Each ADS represents 20 ordinary shares (or a right to receive 20 ordinary shares) deposited with HSBC Bank Australia Limited, as custodian for the depositary. Each ADS may also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs are administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, or ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, also referred to as DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary is the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and all other persons directly or indirectly holding 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.

The following is a summary of the material provisions of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement and the form of ADR which summarizes certain terms of your ADSs. A copy of the deposit agreement is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the deposit agreement on the SEC’s website at http://www.sec.gov.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.

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Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and can not be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It 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.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

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Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution to the extent reasonably practicable and permitted under law. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with that distribution.

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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for such rights.

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on your behalf all in accordance with your instructions. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay the exercise price and any other charges the rights require you to pay and comply with other applicable instructions.

U.S. securities laws may restrict transfers and cancellation of the ADSs representing shares purchased upon exercise of rights. For example, you may not be able to trade such ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

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Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it determines is legal, fair and practical. If it cannot make the distribution in that way, the depositary may adopt another legal, fair and practical method. It may decide to sell what we distributed and distribute the net proceeds in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives reasonably satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or any other property to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person designated by you at the office of the custodian. In the alternative, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to you a statement confirming that you are the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

You may instruct the depositary to vote the number of deposited ordinary shares your ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you upon our request. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date established by the depositary.

Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares underlying the ADSs. However, you may not know about the meeting with a sufficient amount of advance notice to withdraw the shares.

The depositary will attempt, as far as practical, subject to the laws of Australia and of our Constitution or similar documents, to vote or to have its agents vote the shares or other deposited securities represented by your ADSs as instructed by ADS holders. The depositary will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

Fees and Expenses


Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:		For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		• Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property • Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$.05 (or less) per ADS		• Any cash distribution to you

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs		• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to you

$.05 (or less) per ADS per calendar year		• Depositary services

Registration or transfer fees		• Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw 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 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 generally refuse to provide fee-attracting services until its fees for those services are paid. The depositary may collect any of its fees by deduction from any cash distribution payable to you that are obligated to pay those fees.

From time to time, the depositary may make payments to us to reimburse or share revenue from the fees collected from you, 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.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other

charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you 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 you any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:

Then:

• Reclassify, split up or consolidate any of the deposited securities

• Distribute securities in respect of deposited shares that are not distributed to you

• Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action

The cash, shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities.

The depositary may distribute some or all of the cash, shares or other securities it received. It may also ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing notice of termination to us and the ADS holders if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the deposit agreement (but nothing else):

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collect distributions on the deposited securities;

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sell rights and other property; and

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deliver shares and other deposited securities upon cancellation of ADSs.

Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

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are only obligated to take the actions specifically set forth in the deposit agreement;

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are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the deposit agreement;

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are not liable if we or it exercises discretion permitted under the deposit agreement;

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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the depositary may require:

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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

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compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADSs

You have the right to cancel your ADSs and withdraw the underlying shares at any time except:

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when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;

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when you owe money to pay fees, taxes and similar charges; and

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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-Release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions:

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before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited;

•

the pre-release is fully collateralized with cash, U.S. government securities or other collateral that the depositary considers appropriate; and

•

the depositary must be able to close out the pre-release on not more than five business days’ notice.

In addition, the depositary has agreed to limit the number of ADSs that may be outstanding at any time as a result of pre-release to 30% of the shares deposited under the deposit agreement, although the depositary may disregard the limit from time to time, if it thinks it is reasonably appropriate to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Disclosure of Interests

We may from time to time request ADS holders to provide information as to the capacity in they own or owned ADSs and regarding the identity of any other persons then or previously interested in such ADSs and the nature of such interest. Each ADS holder agrees to provide any information of that kind that is requested by us or

the depositary. To the extent that provisions of or governing the deposited securities or the rules or regulations of any governmental authority or securities exchange or automated quotation system may require the disclosure of beneficial or other ownership of deposited securities, other shares and other securities to us or other persons and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the depositary has agreed to use its reasonable efforts to comply with our written instructions in respect of any such enforcement or limitation.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase ordinary shares represented by ADSs in one or more series, together with other securities or separately, as described in the applicable prospectus supplement. A general description of terms and provisions of the warrants we may offer is included below. A prospectus supplement and warrant agreement will contain specific terms of any warrants.

The prospectus supplement relating to any warrants will contain, as applicable, the following:

•

the designation, amount and terms of the securities purchasable on exercise of the warrants;

•

the specific designation and aggregate number of, and the price at which we will issue, the warrants;

•

the exercise price for ordinary shares and the number of ordinary shares to be received upon exercise of the warrants, if applicable;

•

the date on which the right to exercise the warrants will begin and the date on which that right will expire;

•

whether the warrants will be issued in fully registered form or bearer form, in definitive or global form, or in any combination of these forms;

•

any material U.S. federal or Australian income tax consequences;

•

the identity of the warrant agent and of any other depositaries, paying agents, transfer agents, registrars or other agents;

•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

•

the date from and after which the warrants and the ordinary shares will be separately transferable, if applicable;

•

the minimum or maximum amount of the warrants that may be exercised at any time, if applicable;

•

any information with respect to book-entry procedures;

•

any anti-dilution provisions of the warrants;

•

any redemption or call provisions of the warrants; and

•

any additional terms of the warrants, including procedures and limitations with regard to the exercise and exchange of the warrants.

DESCRIPTION OF PREFERENCE SHARES

Subject to any limitations under the listing rules of the ASX, our board of directors may issue preference shares with any preferential rights, privileges or conditions. The rights and restrictions attaching to any preference shares issued by Benitec must be set out in our Constitution or in a special resolution of shareholders. Our Constitution does not limit the amount of preference shares that we may issue.

We do not have any preference shares outstanding as of the date of this prospectus. In the future we may issue preference shares that could be converted into ordinary shares. A prospectus supplement will contain and describe the material terms of any preference shares that we offer to the public in the United States, along with any material U.S. federal or Australian income tax considerations relating to the offer of such preference shares.

Consistent with the listing rules of the ASX, any preference shares issued by Benitec must confer on the holders of those preference shares:

•

the same rights as holders of ordinary shares to receive notices, reports and audited accounts and to attend general meetings of Benitec;

•

the right to vote in each of the following circumstances and in no others: (i) in a period during which a dividend for the share is in arrears; (ii) on a proposal to reduce our share capital; (iii) on a resolution to approve the terms of a buy-back agreement; (iv) on a proposal that affects rights attached to the shares; (v) on a proposal to wind up Benitec; (vi) on a proposal for the disposal of the whole of Benitec’s property, business and undertaking; (vii) during the winding up of Benitec; (viii) subject to the listing rules of the ASX and NASDAQ, in any additional circumstances specified in the terms of issue of such preference shares by Benitec relating to the shares upon issuance;

•

a dividend in preference to holders of ordinary shares; and

•

a return of capital in preference to holders of ordinary shares if Benitec were to be wound up.

The listing rules of the ASX impose certain limitations on the issuance of preference shares by companies such as Benitec that are listed on ASX, including:

•

any dividends on preference shares must be at a commercial rate; and

•

any anti-dilution rights must be limited to the right to adjust the number of ordinary shares into which preference shares convert in the event of a share split or consolidation ( i.e. , reverse stock split), a bonus or entitlement issue (e .g. , stock dividend), or other capital reconstruction.

Further, the Corporations Act places certain limitations on payment of dividends, including preferred dividends. In particular, dividends cannot be paid out of capital. A right to receive dividends on a preference share may be expressed to be cumulative where it cannot be paid due to legal limitations.

PLAN OF DISTRIBUTION

We may sell the Securities in any one or more of the following ways from time to time, including any combination thereof:

•

to or through underwriters;

•

to or through dealers;

•

to our shareholders under a rights entitlement offering;

•

through agents; or

•

directly to purchasers, including our affiliates.

The prospectus supplement relating to a particular offering of our Securities will set forth the terms of such offering, including:

•

the type of Securities to be offered;

•

the name or names of any underwriters, dealers or agents and the amounts of the Securities underwritten or purchased by each of them;

•

the purchase price of the offered Securities and the proceeds to us from such sale;

•

any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;

•

the initial offering price;

•

any discounts or concessions allowed or reallowed to be paid to dealers; and

•

any securities exchanges on which the offered Securities may be listed.

Any initial offering prices, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (FINRA), the maximum commission or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate value of the securities offered pursuant to this prospectus.

The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

If the Securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to sell the Securities. If underwriters are utilized in the sale of the Securities, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.

Our Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the Securities, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to conditions precedent and that the underwriters with respect to a sale of the Securities will be obligated to purchase all of those Securities if they purchase any of those Securities.

We may grant to the underwriters options to purchase additional Securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment option will be set forth in the prospectus supplement relating to those Securities.

If a dealer is utilized in the sale of the Securities in respect of which this prospectus is delivered, we will sell those Securities to the dealer as principal. The dealer may then resell those Securities to the public at varying prices to be determined by the dealer at the time of resale. Any reselling dealer may be deemed to be an underwriter, as the term is defined in the Securities Act, of the Securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.

Offers to purchase the Securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the Securities will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the Securities so offered and sold.

Offers to purchase the Securities may be solicited directly by us and the sale of those Securities may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of those Securities. The terms of any sales of this type will be described in the related prospectus supplement.

If so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase Securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions with which contracts of this type may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases those institutions must be approved by us. The obligations of any purchaser under any contract of this type will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of those contracts.

Disclosure in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents soliciting purchases of the Securities under delayed contracts will be entitled to receive in addition to the date when we will demand payment and delivery of the Securities under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.

In connection with the offering of the Securities, persons participating in the offering, such as any underwriters, may purchase and sell the Securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the Securities, and syndicate short positions involve the sale by underwriters of a greater number of Securities than they are required to purchase from any issuer in the offering. Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Securities sold in the offering for their account may be reclaimed by the syndicate if the Securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Securities, which may be higher than the price that might prevail in the open market, and these activities, if commenced, may be discontinued at any time.

Underwriters, dealers, agents and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act that

may arise from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make.

If Securities are sold by means of a rights entitlement offering, the prospectus supplement will set forth the terms and conditions of any such rights entitlement offering, including the manner in which it will be conducted and details on how our shareholders can participate in any such offering. A rights entitlement offering conducted under applicable Australian rules and regulations is a pro rata offering of additional securities to all our eligible shareholders, as at a specified future record date. Under applicable ASX Listing Rules, shareholder approval is not required for a pro rata rights entitlement offering nor is the issuance of securities to an underwriter of any securities not taken up by the eligible shareholders under such an offering.

EXPENSES

Set forth below is an itemization of the estimated expenses currently expected to be incurred in connection with the issuance and distribution of the Securities. The amounts in the table below are estimates, with the exception of the SEC registration fee. Additional expenses relating to offerings of particular Securities are not included in the table below. Each prospectus supplement describing an offering of Securities will provide estimated expenses related to the Securities offered under that prospectus supplement.


SEC registration fee	US$	2,318
Legal fees and expenses		35,000
Accounting fees and expenses		10,000
Printing expenses		5,000
Other miscellaneous fees and expenses		2,000

Total	US$	54,318

LEGAL MATTERS

The validity of the Securities and certain other legal matters will be passed upon for us by Baker & McKenzie, our Australian and US counsel.

EXPERTS

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton Audit Pty Ltd., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a public limited company incorporated under the laws of Australia. Certain of our directors are non-residents of the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for you to:

•

effect service of process within the United States upon our non-U.S. resident directors or on us;

•

enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in the United States courts in any action, including actions under the civil liability provisions of U.S. securities laws;

•

enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or

•

bring an original action in an Australian court to enforce liabilities against our non-U.S. resident directors or us based solely upon U.S. securities laws.

You may also have difficulties enforcing in courts outside the United States judgments that are obtained in U.S. courts against any of our non-U.S. resident directors or us, including actions under the civil liability provisions of the U.S. securities laws.

With that noted, there are no treaties between Australia and the United States that would affect the recognition or enforcement of foreign judgments in Australia. We also note that investors may be able to bring an

original action in an Australian court against us to enforce liabilities based in part upon U.S. federal securities laws.

The disclosure in this section is not based on the opinion of counsel.

We have appointed Tacere Therapeutics, Inc., our wholly owned U.S. subsidiary, as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York under the federal securities laws of the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means we are able to disclose important information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated by reference is considered a part of this prospectus and should be read carefully. Certain information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. Certain information that we file later with the SEC will automatically update and supersede the information in this prospectus. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference into this prospectus and the registration statement of which it is a part the following documents, including any amendments to such filings:

•

our Annual Report on Form 20-F for the fiscal year ended June 30, 2016 (filed on October 28, 2016);

•

any annual report on Form 20-F filed with the SEC after the date of this prospectus;

•

our Current Report on Form 6-K, furnished to the SEC on February 23, 2017, relating to our half yearly report for the half year ended December 31, 2016;

•

any half yearly report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this offering of Securities; and

•

any other Report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering of securities, but only to the extent that the forms expressly state that we incorporate them by reference in this prospectus.

We have not authorized anyone else to provide you with additional or different information to the information included in and incorporated by reference to this prospectus and any prospectus supplement. You should rely only on the information provided by and incorporated by reference to this prospectus and any prospectus supplement.

Upon written or oral request, we shall provide without charge to each person to whom a copy of this prospectus is delivered a copy of any or all of the documents that are incorporated by reference to this prospectus but not delivered with this prospectus. You may request a copy of these filings by contacting us at Benitec Biopharma Limited, 99 Mount Street, Suite 1201, North Sydney, NSW 2060 Australia, Attention Company Secretary, telephone +61 2 9555 6986.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have a registration statement on Form F-3 filed with the SEC, including relevant exhibits, under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits. As this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement, its exhibits and the documents incorporated by reference for further information with respect to us and our securities. All information we file with the SEC is available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, which may be accessed through the SEC’s website at www.sec.gov. Information filed with the SEC may also be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please visit the SEC’s website at www.sec.gov for further information on the SEC’s Public Reference Room.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Our annual report on Form 20-F for the year ending June 30, 2016 has been filed with the SEC and an annual report on Form-20-F for subsequent years will be due within four months following the fiscal year end.

We are not required to disclose certain other information that is required from U.S. domestic issuers. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and Regulation FD (Fair Disclosure), which was adopted to ensure that select groups of investors are not privy to specific information about an issuer before other investors.

We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by companies filing as a domestic issuer, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, companies filing as a domestic issuer. We are liable for violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.

We will also be subject to the informational requirements of the ASX. Our public filings with the ASX are electronically available from the ASX website (www.asx.com.au).

Only the specific documents incorporated by reference above, or incorporated by reference in any prospectus supplement, are to be deemed incorporated by reference into this prospectus and the registration statement of which it is a part. No information available on or through our website, or any other website reference herein, shall be deemed incorporated by reference into this prospectus.

DISCLOSURE OF SEC’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of Benitec, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LOGO

Benitec Biopharma Limited

US$20,000,000

American Depositary Shares representing Ordinary Shares

Preference Shares

Warrants

PROSPECTUS

, 2017

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8.

Indemnification of Directors and Officers.

Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:

•

a liability owed to the company or a related body corporate of the company;

•

a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA or 1317HB of the Australian Corporations Act 2001;

•

a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or

•

legal costs incurred in defending an action for a liability incurred as an officer or director of the company if the costs are incurred:

•

in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above;

•

in defending or resisting criminal proceedings in which the officer or director is found guilty;

•

in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or

•

in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief.

Constitution. Our Constitution provides, except to the extent prohibited by the law and the Corporations Act, for the indemnification of every person who is or has been an officer or a director of Benitec against liability (other than legal costs that are unreasonable) incurred by that person as an officer or director. This includes any liability incurred by that person in their capacity as an officer or director of a subsidiary of Benitec where the company requested that person to accept that appointment.

Indemnification Agreements. Pursuant to Deeds of Access, Insurance and Indemnity, we have agreed to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director.

SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 9.

Exhibits.

EXHIBIT INDEX


Exhibits		Description

1.1		Form of Underwriting Agreement*

3.1		Constitution of Benitec Biopharma Limited (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-1 (No. 333-205135) filed with the Commission on June 22, 2015)

4.1		Deposit Agreement, dated May 30, 2014, between Benitec Biopharma Limited and The Bank of New York Mellon, as depositary, and Owners and Holders of the American Depositary Shares (incorporated by reference to the Registration Statement on Form F-6 (No. 333-196105) filed with the Commission on May 20, 2014)

4.2		Amendment to Deposit Agreement between Benitec Biopharma Limited and The Bank of New York Mellon, as depositary, and Owners and Holders of the American Depositary Shares (incorporated by reference to Post Effective Amendment No. 1 to the Registration Statement on Form F-6 (No. 333-196105) filed with the Commission on July 21, 2015)

4.3		Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.2)

4.4		Form of ADS Warrant Agent Agreement**

4.5		Form of Global Warrant to Purchase ADSs (included in Exhibit 4.4)**

4.6		Form of Certificate of Designation of Preference Shares**

5.1		Opinion of Baker & McKenzie

10.1		Share Subscription Agreement, dated October 24, 2016, between Benitec Biophara Limited and Nant Capital, LLC.

10.2		Exclusive Sublicense Agreement, dated December 23, 2016, between NantWorks, LLC and Benitec Biopharma Limited.†

10.3		Research Collaboration Agreement, dated January 27, 2017, between Nant Capital, LLC and Benitec Biopharma Limited.

23.1		Consent of Baker & McKenzie (included in Exhibit 5.1)

23.5		Consent of Grant Thornton Audit Pty Ltd

24.1		Power of Attorney (contained on the signature page to this registration statement)

*	To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC.

**	To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC and incorporated by reference herein if any warrants or preference shares are offered under to this registration statement.

†	Confidential treatment has been requested with respect to portions of this Exhibit. Omitted portions have been submitted separately to the SEC.

II-2

Item 10.

Undertakings

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) to this section do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement as a part of a registration statement in reliance on Rule 430B relating to an

II-3

offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities , the undersigned registrant undertakes that in a primary offering of its securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney, Australia on June 1, 2017.


Benitec Biopharma Limited

By:		/s/ Greg West
		Name: Greg West
		Title: Chief Executive Officer

II-6

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Greg West and Bryan Dulhunty, and each of them singly (with full power to act alone) as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this registration statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant, any and all amendments or supplements (including any and all prospectus supplements, stickers and post-effective amendments) to this registration statement with all exhibits thereto, and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any applicable securities exchange, securities self-regulatory body or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents, or any of them, or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Peter Francis Peter Francis	Chairman	June 1, 2017

/s/ Greg West Greg West	Chief Executive Officer (principal executive officer)	June 1, 2017

/s/ Bryan Dulhunty Bryan Dulhunty	Chief Financial Officer (principal financial and accounting officer)	June 1, 2017

/s/ John Chiplin John Chiplin	Director	June 1, 2017

/s/ J. Kevin Buchi J. Kevin Buchi	Director	June 1, 2017

/s/ Megan Boston Megan Boston	Director	June 1, 2017

/s/ Jerel A. Banks Jerel A. Banks	Director	June 1, 2017

II-7

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Benitec Biopharma Limited, has signed this registration statement in Hayward, California, on June 1, 2017.


Authorized U.S. Representative

TACERE THERAPEUTICS, INC.

By:		/s/ John Chiplin
		Name: John Chiplin
		Title: Director

II-8

Exhibit 5.1

Baker & McKenzie

Level 27 AMP Centre

50 Bridge Street

Sydney, NSW 2000

Australia

Tel: +61 2 9225 0200

Fax: +61 2 9225 1595

www.bakermckenzie.com

June 1, 2017

Benitec Biopharma Limited

99 Mount Street, Suite 1201

North Sydney, NSW 2060

Australia

Re:

Registration Statement on Form F-3 of Benitec Biopharma Limited

Ladies and Gentlemen:

We have acted as Australian counsel to Benitec Biopharma Limited, an Australian corporation (the “Company”), in connection with its filing of a registration statement on Form F-3 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”).

The Registration Statement relates to the proposed offer, issue and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act, of the Company’s American Depositary Shares (the “ADSs”), each representing 100 shares of the Company’s ordinary shares, no par value (the “Shares”), as evidenced by American Depositary Receipts, warrants (akin to “options” under Australian law) to subscribe for the issue of Shares represented by ADSs (“Warrants”) or preference shares (“Preference Shares”), up to an aggregate amount of $20,000,000 (the ADSs, Warrants and Preference Shares being referred to collectively hereinafter as the “Securities”).

For the purposes of this opinion, we have examined and relied upon copies of the following documents:

(a)	the Registration Statement;

(b)	a draft of the prospectus contained in the Registration Statement;

(c)	the Company’s Constitution; and

(d)	a search obtained from the Australian Securities and Investments Commission as at June 1, 2017.

We have also examined and relied upon a certificate, dated the date hereof, of the Company Secretary of the Company certifying the accuracy and completeness of the Constitution of the Company and resolutions of the Board of Directors of the Company dated May 23, 2017. We have also examined such other documents and made such enquiries as to questions of law as we have deemed relevant and necessary in order to render the opinions set forth below.

In such examination, we have assumed (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to original documents of all documents submitted to us as copies (certified or otherwise); (d) the authenticity of the originals of such copies; (e) all information contained in all documents reviewed by us is true and correct; (f) that resolutions

LOGO

of the Board of Directors of the Company that we have relied upon for the purposes of this opinion have not been and will not be varied or revoked after the date of this opinion and that the meetings of the Board of Directors of the Company at which the resolutions were considered were properly convened, all Directors who attended and voted were entitled to do so, the resolutions were properly passed, and the Directors have performed their duties properly and all provisions relating to the declaration of Directors’ interests or the power of interested Directors were duly observed; (g) the accuracy of any searches obtained from the Australian Securities and Investments Commission in relation to the Company; (h) each natural person signing any document reviewed by us had the legal capacity to do so and to perform his or her obligations thereunder; and (i) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity.

Our opinion is subject to (i) the Registration Statement, and any amendments thereto (including all necessary post-effective amendments), becoming effective under the Securities Act (and on the assumption that it will remain effective at the time of issuance of any Securities thereunder); (ii) an appropriate prospectus supplement with respect to the offering of the Securities (if applicable) being prepared, delivered and timely filed with the Commission in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the Securities to be sold pursuant to the applicable prospectus supplement being duly authorized by each of the Board of Directors and, where applicable, the Company’s shareholders; (iv) the agreed upon consideration being received for the issue of the Securities; (v) the aggregate offering price of all Securities not exceeding $20,000,000; (vi) if in an underwritten offering, a definitive purchase, underwriting or similar agreement with respect to any Securities will be duly authorized and validly executed and delivered by the Company and the other parties thereto; and (vii) the terms of the issuance and sale of the Securities (including for the purposes of paragraph (e) below any warrant agreement) being in conformity with the Company’s Constitution, the Australian Corporations Act 2001 (the “Corporations Act”) and the listing rules of the Australian Securities Exchange, and in the manner stated in the Registration Statement and the applicable prospectus supplement, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Based upon and subject to the foregoing, we are of the opinion that:

(a)

the Company is duly incorporated and validly existing under the laws of the Commonwealth of Australia in good standing (as such term is not defined under the Corporations Act, meaning solely that there are no current orders for the winding up of, or appointment of a receiver or liquidator for the Company or any notice of its proposed deregistration);

(b)	the issue of the Securities has been duly authorized;

(c)

when issued and paid for as contemplated by the prospectus and any prospectus supplement, the Shares represented by ADSs will be legally issued, fully paid and non-assessable (for the purpose of this opinion, the term “non-assessable”, when used to describe the liability of a person as the registered holder of ordinary shares has no clear meaning under the laws of the Commonwealth of Australia, so we have assumed those words to mean that holders of such ordinary shares, having fully paid all amounts due on such ordinary shares, are under no personal liability to contribute to the assets and liabilities of the Company in their capacities purely as holders of such ordinary shares);

(d)	when issued and paid for as contemplated by the prospectus and any prospectus supplement and approved by special resolution of the Company’s Board of Directors, the Preference Shares will be legally issued, fully paid and non-assessable;

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(e)

in the case of any Warrants, assuming any warrant agreement entered into by the Company only provides for the terms of issuance of the Warrants, has been approved by the Company’s Board of Directors and duly authorized, executed and delivered by the Company and any warrant agent, and that the Company complies with the terms of any such warrant agreement, the Warrants will be valid and binding obligations of the Company; and

(f)	upon the exercise of any Warrants and the Company receiving any additional consideration which is payable upon the exercise of the Warrants, the ordinary shares representing the ADSs issuable upon the exercise of the Warrants will be legally issued, fully paid and non-assessable.

The opinions expressed above are limited to the laws of the Commonwealth of Australia and we do not express any opinion as to the effect of any other laws, in particular as to whether an agreement or Security which is governed by a law other than such laws is valid and binding. This opinion letter is limited to the matters stated herein; no opinion may be inferred beyond the matters expressly stated.

This opinion letter will be deemed to have been delivered as of the date of effectiveness of the Registration Statement and will speak as of such date.

We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act or the rules and regulations of the Commission promulgated thereunder.

This letter is given only on behalf of Baker & McKenzie, an Australian partnership and not on behalf of any other member firm of Baker & McKenzie International. In this letter, “we”, “us”, “our” and like expressions should be construed accordingly.

Very truly yours,

/s/ Baker & McKenzie

Baker & McKenzie

Exhibit 10.1

BENITEC BIOPHARMA LIMITED

SHARE SUBSCRIPTION AGREEMENT

T HIS S HARE S UBSCRIPTION A GREEMENT (the “ Agreement ”) is made and entered into as of October 24, 2016 by and among B ENITEC B IOPHARMA L IMITED , an Australian corporation (“ Company ”), and Nant Capital, LLC, a Delaware limited liability company (the “ Purchaser ”).

R ECITALS

W HEREAS , the Company desires to issue an aggregate of up to 58,611,638 ordinary shares (the “ Shares ”) to the Purchaser on and subject to the terms set forth herein (the “ Placement ”); and

W HEREAS , the Purchaser desires to subscribe for, and accept, the Shares on the terms and conditions set forth herein.

A GREEMENT

N OW , T HEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	A GREEMENT T O ISSUE A ND SUBSCRIBE.

1.1

Authorization of the Shares . The Company has authorized the offer of the Shares for issuance, subject to the terms set forth herein, to the Purchaser.

1.2

Issue and Subscription . At the Applicable Closing (as defined below) and subject to the terms and conditions hereof, the Company agrees to issue and allot to the Purchaser, and the Purchaser agrees to subscribe for, and accept from the Company, the number of Shares in two tranches as set out in Exhibit A at a purchase price per Share as set out or determined in accordance with the notes in Exhibit A (“ Tranche 1 ” and “ Tranche 2 ” respectively, and each a “ Tranche ”). The aggregate purchase price for each Tranche will be equal to the number of Shares which the Purchaser has agreed to subscribe for under this Agreement as part of that Tranche multiplied by the purchase price per Share determined in accordance with Exhibit A (“ Purchase Price ”). The parties acknowledge and agree that the Purchaser shall not be entitled to, and any reference to the Shares shall not include, any dividend or other distribution declared or paid on the ordinary shares in the share capital of the Company prior to the Tranche 1 Closing in respect of the Shares to be issued in accordance with this Agreement as part of Tranche 1 (“ Tranche 1 Shares ”), or prior to the Tranche 2 Closing in respect of the Shares to be issued in accordance with this Agreement as part of Tranche 2 (“ Tranche 2 Shares ”).

1.3

Options for implementation of Tranche 2. The parties agree and acknowledge that Tranche 2 may be implemented as either:

(a)

a separate and individual issue of the Tranche 2 Shares to the Purchaser without any other issue of shares in the Company to any other Person (“ Individual Placement ”); or

(b)

the issue of the Tranche 2 Shares to the Purchaser at the same time as, and as part of a single transaction involving, a broader placement of shares in the Company to a number of institutional and sophisticated investors (“ Broader Placement ”),

and that both the Individual Placement and Broader Placement are subject to Section 2.7.

1.4

Broader Placement if Collaboration Agreement signed. If:

(a)

the collaboration agreement referred to in Section 6.5 (“ Collaboration Agreement ”) has been executed by the Purchaser and the Company; and

(b)

the Company determines that it will conduct a Broader Placement prior to February 20, 2017,

then:

(c)

the Company must notify the Purchaser in writing no later than five Business Days prior to the Broader Placement that it will be conducting the Broader Placement and may require the Purchaser, or the Purchaser may elect, to participate in the Broader Placement (“ Broader Placement Notice ”);

(d)

if the Company requires the Purchaser to participate in the Broader Placement, then the Purchaser must participate on the terms of Section 1.4(f) to 1.4(h); and

(e)

if the Company does not require the Purchaser to participate in the Broader Placement, then the Purchaser may elect to participate in the Broader Placement by giving notice in writing to the Company no later than one Business Day prior to the Broader Placement exercising its option under Section 1.4(c) to participate (“ Broader Placement Option Exercise Notice ”), and if the Purchaser provides the Company with the Broader Placement Option Exercise Notice, then the Company must permit the Purchaser to, and the Purchaser must, participate in the Broader Placement on the terms of Section 1.4(f) to 1.4(h) (and if the Purchaser does not provide the Company with the Broader Placement Option Exercise Notice in accordance with this Section 1.4(e) or otherwise notifies the Company that it does not wish to participate in the Broader Placement, then the Purchaser will not participate in the Broader Placement and the Company is not obliged to issue any shares to the Purchaser under the Broader Placement),

and the parties agree that if Section 1.4(d) applies or if the Purchaser has given the Broader Placement Option Exercise Notice in accordance with Section 1.4(e), then:

(f)

if the Purchase Price for the maximum number of Tranche 2 Shares set out in Exhibit A is equal to, or less than, the total budgeted cost agreed by the parties and set out in the Collaboration Agreement in respect of the funding of the clinical and preclinical studies set out in the Collaboration Agreement (“ Scientific Collaboration Cost ”), the Purchaser must subscribe for the maximum number of Tranche 2 Shares set out in Exhibit A;

(g)

Collaboration Cost (unless the Purchaser provides notice in writing to the Company that it wishes to subscribe for a greater number of Tranche 2 Shares (and specifies that number, up to the maximum number of Tranche 2 Shares set out in Exhibit A) and in which case the Purchaser will subscribe for that greater number of Tranche 2 Shares); and

(h)

unless the parties otherwise agree in writing, the Company will not conduct the Individual Placement and the Purchaser will have no obligation to subscribe for any other shares in the Company in addition to the number of shares in respect of which it has subscribed for as part of the Broader Placement.

1.5

Individual Placement if Collaboration Agreement signed. If:

(a)

the Collaboration Agreement has been executed by the Purchaser and the Company; and

(b)

the Company has not conducted the Broader Placement prior to February 20, 2017 or has conducted the Broader Placement prior to February 20, 2017 but the Purchaser did not provide the Company with the Broader Placement Option Exercise Notice in accordance with Section 1.4(e) or otherwise notified the Company that it did not wish to participate in the Broader Placement,

then the parties agree that:

(c)

the Company may by written notice to the Purchaser issued at any time after 9:00 am on February 20, 2017 (Sydney time) and before 5:00 pm on February 27, 2017 (Sydney time) notify the Purchaser that it requires the Purchaser to participate in the Individual Placement and include in that notice the purchase price per Share determined in accordance with the notes set out in Exhibit A (“ Individual Placement Requirement Notice ”);

(d)

if the Purchase Price for the maximum number of Tranche 2 Shares set out in Exhibit A is equal to, or less than, the Scientific Collaboration Cost, the Purchaser must subscribe for the maximum number of Tranche 2 Shares set out in Exhibit A;

(e)

if the Purchase Price for the maximum number of Tranche 2 Shares set out in Exhibit A is greater than the Scientific Collaboration Cost, the Purchaser must subscribe for such lesser number of Tranche 2 Shares as will result in the Purchase Price for the Tranche 2 Shares being as close to, without exceeding, the Scientific Collaboration Cost (unless the Purchaser provides notice in writing to the Company that it wishes to subscribe for a greater number of Tranche 2 Shares (and specifies that number, up to the maximum number of Tranche 2 Shares set out in Exhibit A) and in which case the Purchaser will subscribe for that greater number of Tranche 2 Shares); and

(f)

unless the parties otherwise agree in writing, the Purchaser will have no obligation to subscribe for any other shares in the Company in addition to the number of shares in respect of which it has subscribed for as part of the Individual Placement.

1.6

If Collaboration Agreement not signed. If the Collaboration Agreement has not been executed by the Purchaser and the Company by February 20, 2017, the Company:

(a)

if it elects to conduct the Individual Placement, may invite the Purchaser to participate in the Individual Placement; or

(b)

if it elects to conduct the Broader Placement, must notify the Purchaser in writing no later than five Business Days prior to the Broader Placement that it will be conducting the Broader Placement and must provide the Purchaser the option to elect to participate in the Broader Placement,

by written notice to the Purchaser issued at any time after 9:00 am on February 20, 2017 (Sydney time) and before 5:00 pm on February 27, 2017 (Sydney time) and which must include the purchase price per Share determined in accordance with the notes set out in Exhibit A (“ Placement Election Offer Notice ”), and the parties agree that if the Placement Election Offer Notice is provided to the Purchaser, then:

(c)

the Purchaser may, but is not required to, participate in the Broader Placement or Individual Placement (as applicable);

(d)

if the Purchaser agrees to participate in the Broader Placement or Individual Placement (as applicable), the Purchaser may, in its sole discretion, determine whether to subscribe for some, or all, of the Tranche 2 Shares up to the maximum number set out in Exhibit A; and

(e)

if the Purchaser agrees to participate in the Broader Placement or Individual Placement (as applicable), the Purchaser must within 4 Business Days of the date on which it receives the Placement Election Offer Notice (excluding the date (Sydney, Australia time) on which the notice is received), provide the Company with written notice confirming its election to participate in the Broader Placement or Individual Placement (as applicable) and specifying the number of Tranche 2 Shares for which it will subscribe (“ Placement Election Acceptance Notice ”).

2.	C LOSING , D ELIVERY A ND P AYMENT .

The Company and the Purchaser agree as follows:

2.1

Publication . Subject to Section 7.18, the Company shall announce the Placement to the Australian Securities Exchange (the “ ASX ”) as soon as practicable following receipt of an executed and completed copy of this Agreement.

2.2

Tranche 1 Closing. The closing of the issue and subscription of the Tranche 1 Shares (the “ Tranche 1 Closing ”) shall take place on October 24, 2016, at 10.00 am Sydney time, at F6A / 1-15 Barr Street, Balmain, New South Wales, 2041, Australia, or at such other time or place as the Company and the Purchaser may mutually agree (such date is hereinafter referred to as the “ Tranche 1 Closing Date ”).

2.3

Tranche 1 Delivery. The Purchaser shall deposit the amount of the Purchase Price payable for the Tranche 1 Shares (as set out in Exhibit A ) into the Company’s account at Westpac Banking Corporation, the details of which are set out in Exhibit B , on the Tranche 1 Closing Date in immediately available cleared funds. At the Tranche 1 Closing, subject to the terms and conditions hereof, the Company will:

(a)

issue the Tranche 1 Shares to the Purchaser and register, or procure the registration of, the Purchaser as the holder of the Tranche 1 Shares;

(b)

deliver or procure the delivery by its share registrar to the Purchaser (with a copy sent by electronic email communication to the Purchaser), of holding statements evidencing the number of Tranche 1 Shares (and security reference number or holder identification number, as applicable) subscribed for and accepted at the Tranche 1 Closing by the Purchaser; and

(c)

comply with the requirements of Section 3.10(e).

Any questions relating to settlement should be directed to Mr Greg West (the Company’s Chief Executive Officer) by telephone at +61 2 9555 6986 or by email at gwest@benitec.com.

2.4

Tranche 2 Closing. Subject to Section 1.4, Section 1.5, Section 1.6 and Section 2.7, the closing of the issue and subscription of the Tranche 2 Shares (the “ Tranche 2 Closing ”):

(a)

by way of the Individual Placement under Section 1.5, shall take place on the day that is five Business Days after the date on which the Company provides the Individual Placement Requirement Notice to the Purchaser (excluding the date (Sydney, Australia time) on which the notice is received by the Purchaser), or at such other date as the Company and the Purchaser may mutually agree;

(b)

by way of the Individual Placement under Section 1.6, – the date which is five Business Days after the date on which the Purchaser provides the Placement Election Acceptance Notice to the Company (excluding the date (Sydney, Australia time) on which the notice is received by the Company), or at such other date as the Company and the Purchaser may mutually agree;

(c)

by way of the Broader Placement under either Section 1.4 or Section 1.6, shall take place on the date agreed by the parties in respect of the Broader Placement (being the same date on which the proceeds of the Broader Placement are to be received from, and the shares in the Company are to be issued to, the other third party investors),

in each case, such date is hereinafter referred to as the “ Tranche 2 Closing Date ”; and

(d)

shall take place at F6A / 1-15 Barr Street, Balmain, New South Wales, 2041, Australia, or at such other place as the Company and the Purchaser may mutually agree.

For the purposes of this Agreement, “ Business Day ” means a day other than a Saturday, Sunday or public holiday in Sydney, Australia (or in the place specified, if another place is specified).

2.5

Tranche 2 Delivery. Subject to Section 1.4, Section 1.5, Section 1.6 and Section 2.7, the Purchaser shall deposit the Purchase Price payable for the Tranche 2 Shares (as determined in accordance with the notes set out in Exhibit A ) into the Company’s account at Westpac Banking Corporation, the details of which are set out in Exhibit B , on the Tranche 2 Closing Date in immediately available cleared funds. At the Tranche 2 Closing, subject to the terms and conditions hereof, the Company will:

(a)

issue the Tranche 2 Shares to the Purchaser and register, or procure the registration of, the Purchaser as the holder of the Tranche 2 Shares;

(b)

deliver or procure the delivery by its share registrar to the Purchaser (with a copy sent by electronic email communication to the Purchaser), of holding statements evidencing the number of Tranche 2 Shares (and security reference number or holder identification number, as applicable) subscribed for and accepted at the Tranche 2 Closing by the Purchaser; and

(c)

comply with the requirements of Section 3.10(e).

Any questions relating to settlement should be directed to Mr Greg West (the Company’s Chief Executive Officer) by telephone at +61 2 9555 6986 or by email at gwest@benitec.com.

2.6

General Meeting .

(a)

Upon the execution of this Agreement, the Company must promptly cause a proposed notice of a general meeting of its shareholders which includes the proposal to pass or approve the Approval Resolution(s), an accompanying explanatory statement and proxy form to be prepared (and the Company must provide the Purchaser with any drafts of those documents, and take into account all reasonable comments of, the Purchaser in relation to the content of those documents) and to be submitted to ASX pursuant to the listing rules of ASX (“ ASX Listing Rules ”) and to the Australian Securities and Investments Commission (“ ASIC ”) in accordance with ASIC Regulatory Guide 74. The Company must inform the Purchaser of any material matters raised by ASX or ASIC on the documents and promptly provide the Purchaser with any new information which is to be included in, or which is required to supplement, those documents.

(b)

The Company must ensure that the notice of meeting and accompanying explanatory statement and proxy form have been prepared in accordance with all applicable laws, policy, the ASX Listing Rules and ASIC Regulatory Guide 74. Each party must ensure that the information it provides for the purpose of the explanatory statement complies with such requirements, and are not misleading or deceptive (whether by omission or otherwise).

(c)

On or prior to the execution of this Agreement, the Company must appoint an independent expert to prepare a report to be provided to the directors of the Company and its shareholders to opine as to whether the issue of the Tranche 2 Shares to the Purchaser is fair and reasonable to the Company’s shareholders (other than the Purchaser) (“ Independent Expert’s Report ”).

(d)

Promptly, but in any case no later than three Business Days, following ASX and ASIC each giving the Company written approval for, or a written statement that it has no objection to, the Company sending the notice of the general meeting, accompanying explanatory statement (including the Independent Expert’s Report) and proxy form (with or without amendments to the form of those documents as had been initially submitted to ASX and ASIC, and with dates and other details completed as applicable to the general meeting), the Company must send the notice of the general meeting of its shareholders, along with the accompanying

explanatory statement (including the Independent Expert’s Report) and proxy form (collectively, the “ Notice of Meeting ”) and convene the meeting (“ General Meeting ”) in accordance with the Notice of Meeting, the ASX Listing Rules, the Corporations Act and the Company’s constitution.

(e)

The Notice of Meeting will specify a date for the meeting no earlier than the earliest date the meeting may be lawfully convened, and not more than five weeks after an announcement is made to ASX by the Company confirming dispatch of the Notice of Meeting to its shareholders.

(f)

For the purposes of this Agreement, the “ Approval Resolution(s )” is or are a resolution which is, or such resolutions as are, necessary or desirable to authorise and approve the issue of the maximum number of the Tranche 2 Shares (as set out in Exhibit A) to the Purchaser in accordance with and for the purposes of the ASX Listing Rules, section 611, item 7 of the Corporations Act and the Company’s constitution.

(g)

The Company will procure that the directors of the Company (other than Dr. Jerel Banks, once appointed as a director of the Company) will unanimously recommend that the Company’s shareholders vote in favour of the Approval Resolutions to be proposed at the General Meeting.

2.7

Failure to pass or approve resolution(s). If the Company’s shareholders do not pass or approve the Approval Resolution(s) proposed in the Notice of Meeting at the General Meeting: (i) the Purchaser will not be required to deposit the Purchase Price payable for the Tranche 2 Shares and Company will not be required to issue the Tranche 2 Shares (whether by way of the Individual Placement or Broader Placement) to the Purchaser, (ii) Tranche 2 Closing will not occur (whether by way of the Individual Placement or Broader Placement), and (iii) neither party will have any further obligation under this Agreement in respect of Tranche 2 or the Tranche 2 Shares (whether by way of the Individual Placement or Broader Placement).

3.	R EPRESENTATIONS AND W ARRANTIES OF THE C OMPANY .

The Company represents and warrants to the Purchaser that each warranty in this Section 3 is true and accurate and not misleading as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing.

3.1

Organization . The Company is a corporation duly organized and validly incorporated and existing under the laws of Australia. The Company has all requisite corporate power and authority to execute and deliver this Agreement and, other than for doing the acts and obtaining the consents, permits or waivers required by the terms of this Agreement (including but not only obtaining the approval of its shareholders to issue the Tranche 2 Shares), to issue the Shares and to carry out the provisions of this Agreement. Neither the Company nor any of its subsidiaries is in violation nor default of any of the provisions of its respective constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents.

3.2

Qualification. Each of the Company and its subsidiaries is duly qualified to conduct its business in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified could not have or reasonably be expected to result in: (i) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (ii) a material adverse effect on the Company’s ability to perform on a timely basis its obligations under this Agreement effecting the transactions contemplated herein (each of (i) and (ii) being a “ Material Adverse Effect ”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Each of the Company and its subsidiaries has the power to own its assets and carry on its business as it is now being conducted.

3.3

Subsidiaries . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each of its subsidiaries free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each of its subsidiaries are validly issued and are fully paid and free of preemptive and similar rights to subscribe for or purchase securities. No other Person has any right to own or be transferred or issued any securities in any of the Company’s subsidiaries.

3.4

Capitalization.

(a)

The issued capital of the Company immediately prior to the date of this Agreement comprises 146,529,096 fully paid ordinary shares, all of which are issued and outstanding.

(b)

When issued in accordance with the provisions of this Agreement (including the Company having received the approval of its shareholders to issue the Tranche 2 Shares), the Shares will be validly issued and be fully paid, will rank equally in all respects with existing issued fully paid ordinary shares in the Company (including payment of any distributions following allotment) and the Shares will be free of any security interest (within the meaning given to that term in section 12 of the Personal Property Securities Act 2009 (Cth)) or other mortgage, charge, lien, pledge, trust, easement, hypothecation or other encumbrance of any kind (or any agreement to create any of them or allow them to exist) (“ Liens ”), other than Liens created by or imposed upon the Purchaser; provided, however, that the Shares may be subject to restrictions on transfer under U.S. federal and/or state securities laws. The issue of the Shares is not and will not be subject to any preemptive rights that have not been properly waived or complied with prior to the Tranche 1 Closing or Tranche 2 Closing (as applicable).

(c)

The Tranche 1 Shares will, upon issue, comprise 16.67% (rounded to 2 decimal places) of the expanded issued capital base of the Company.

(d)

If no Tranche 2 Shares are issued to the Purchaser, but the Broader Placement is conducted and a total of 60,000,000 ordinary shares are issued by the Company under the Broader Placement to other third party investors, the aggregate of the Tranche 1 Shares will, upon issue of the shares under the Broader Placement, comprise 12.43% (rounded to 2 decimal places) of the expanded issued capital base of the Company.

(e)

If the Tranche 2 Shares are issued by way of the Individual Placement (and there is no Broader Placement) and the Purchaser agrees to subscribe for the maximum

number of Tranche 2 Shares set out in Exhibit A, the aggregate of the Tranche 1 Shares and the Tranche 2 Shares will, upon issue, comprise 28.57% (rounded to 2 decimal places) of the expanded issued capital base of the Company.

(f)

If the Tranche 2 Shares are issued by way of the Broader Placement (and a total of 60,000,000 ordinary shares are issued by the Company under the Broader Placement), there is no Individual Placement and the Purchaser agrees to subscribe for the maximum number of Tranche 2 Shares set out in Exhibit A, the aggregate of the Tranche 1 Shares and the Tranche 2 Shares will, upon issue, comprise 24.85% (rounded to 2 decimal places) of the expanded issued capital base of the Company.

3.5

Authorization; Binding Obligations . All corporate action on the part of the Company (including the obtaining of all consents) necessary for the authorization of this Agreement, the performance of all obligations of Company at the Applicable Closing and the authorization, sale, issuance and delivery of the Shares has been duly taken, other than doing the acts and obtaining the consents, permits or waivers required by the terms of this Agreement to be done or obtained subsequent to the execution of this Agreement (including obtaining the approval of its shareholders to issue the Tranche 2 Shares). This Agreement, when executed and delivered, will be a valid and binding obligation of Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

3.6

Compliance with Laws . The Company is not, and none of its subsidiaries is, in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.

3.7

Compliance with other Instruments . The Company is not in violation or default of any term of its constitution or of any provision of any mortgage, indenture, contract, deed or agreement to which it is a party or is subject or by which it is bound or of any instrument, judgment, decree, order or writ, other than such violation or default that would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby (including each Applicable Closing) will not result in any such material violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a material default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any Lien upon any assets of the Company or any of its subsidiaries or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company or any of its subsidiaries, their business or operations or any of their respective assets or properties.

3.8

Compliance with Listing Rules of ASX and NASDAQ and the Corporations Act . Except as set forth in Schedule 3.8, the Company is in compliance with the ASX Listing Rules (including ASX Listing Rule 3.1) and the listing rules of The NASDAQ Capital Market (“ NASDAQ ”). The issue of the Tranche 1 Shares to the Purchaser does not and will not contravene the Corporations Act, ASX Listing Rules or the listing rules of NASDAQ, and no approval of the shareholders of the Company is required for the Company to issue the Tranche 1 Shares to the Purchaser. Subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares, the issue of the Tranche 2 Shares to the Purchaser does not and will not contravene the Corporations Act, ASX Listing Rules or the listing rules of NASDAQ.

3.9

Filings. The Company is not required make any filings with any Australian or U.S. federal, state, local or other governmental authority in relation to the issue of the Shares other than:

(a)

the lodgment of an “Appendix 3B” with ASX and the filing of a “Form 484 – Change of Company Details” with ASIC, and the lodgment of the Cleansing Statement referred to in Section 3.10(e) with ASX after each issue of the Shares. The failure to file a Form 484 – Change of Company Details with ASIC does not prevent or otherwise affect the issue of the Shares to the Purchaser or the ability of the Purchaser to transfer the Shares;

(b)

in respect of the Tranche 2 Shares, and in addition to the above, giving the proposed Notice of Meeting to ASX and ASIC for review, lodging a copy of the Notice of Meeting with ASX as an announcement when the Notice of Meeting is sent to the Company’s shareholders, and lodging an announcement of the results of the General Meeting with ASX; and

(c)

the filing of the above ASX announcements with the U.S. Securities and Exchange Commission (“ SEC ”) on Form 6-K.

3.10

Offering restrictions under securities laws.

(a)

None of the Company or any of its affiliates (nor any Person acting on behalf of any of them) has offered or sold, or will offer or sell, any Shares in the United States by means of any form of general solicitation or general advertising in the United States within the meaning of Rule 502(c) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) or in any manner involving a public offering of the Shares in the United States within the meaning of Section 4(a)(2) of the Securities Act.

(b)

None of the Company or any of its affiliates (nor any Person acting on behalf of any of them) has solicited any offer to buy, offered to sell or sold, and they will not solicit any offer to buy, offer to sell or sell in the United States any security which could be integrated with the sale of the Shares in a manner that would require the issue, offer and sale of the Shares to be registered under the Securities Act.

(c)

Assuming the accuracy of those representations and warranties of the Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Shares will be exempt from the registration requirements of the Securities Act.

(d)

The offer, issue and quotation on ASX of the Shares pursuant to this Agreement do not, and will not, contravene or result in violation of any applicable statute, regulation, or any order, restriction or rule of any regulatory authority (including ASIC and ASX) in Australia or any state of Australia (“ Australian Law ”).

(e)

The Company must lodge with the ASX a Cleansing Statement (as defined below) (in respect of the Shares) and an Appendix 3B on the same day as or within one Business Day from the Tranche 1 Closing (in respect of the Tranche 1 Shares), on the same day as or within one Business Day from the Tranche 2 Closing (in respect of the Tranche 2 Shares), and in any event (in each case, as applicable) within the time period provided under section 708A(6) of the Corporations Act, in a form, and

containing the information that is sufficient to permit subsequent re-sale on ASX of all of the Shares issued to Purchaser. Upon the lodging of an Appendix 3B as provided for in this Section 3.10(e) and the Cleansing Statement, the Shares will be freely tradable on the ASX. For the purposes of this Agreement:

(i)

“ Cleansing Statement ” means a statement meeting the requirements of section 708A(6) of the Corporations Act; and

(ii)

“ Corporations Act ” means Australian Corporations Act 2001 (Cth.).

3.11

Material Changes; Undisclosed Events, Liabilities or Developments, not insolvent. Since June 30, 2016 (the “ Balance Sheet Date ”) of the latest audited financial statements (the “ Financial Statements ”) included within those reports publicly filed by the Company in accordance with the applicable Australian or U.S. securities laws (the “ Public Reports ”), except as specifically disclosed in a subsequent announcement to ASX or filing with the SEC by the Company filed prior to the date of this Agreement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise, including liabilities required to be reflected in the Financial Statements pursuant to Australian Accounting Standards or disclosed in filings made with the ASX and the SEC) other than trade payables and accrued expenses incurred in the ordinary course of business consistent, in nature and quantum, with past practice, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed, bought back, reduced, cancelled or made any agreements to purchase, redeem, buy back, reduce or cancel any shares of its capital stock, (v) the Company has not issued (or agreed to issue) any securities to any other Person, except, in the case of any officer, director or affiliate of the Company or one of its subsidiaries, pursuant to existing stock option plans and (vi) the Company has not varied or cancelled any rights or restrictions attached to any shares or securities in its capital (or agreed to do so). The Company does not have pending before ASIC any request for confidential treatment of information (but may do so in respect of submitting the proposed Notice of Meeting to ASX in accordance with the ASX Listing Rules). Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or any of its subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at or about the time this representation is made or deemed made that has not been publicly disclosed to ASX at least 1 trading day prior to the date that this representation is made. The Company and none of its subsidiaries (i) is insolvent under administration or insolvent (each as defined in the Corporations Act), (ii) is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller (as defined in the Corporations Act) appointed to its property, (iii) is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this Agreement), (iv) has had an application or order 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 (i), (ii) or (iii) above, (v) is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a

statutory demand, (vi) is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject), (vii) is otherwise unable to pay its debts when they fall due, or (viii) has had something having a substantially similar effect to (i) to (vii) happen in connection with that Person under the law of any jurisdiction.

3.12

Litigation. There is no action, suit, inquiry, claim, prosecution, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its subsidiaries or any of their respective properties before or by any court, arbitrator, tribunal, other judicial body, governmental or administrative agency, commission or department or regulatory authority (federal, state, county, local or foreign), but expressly excluding matters involving review or assessment in the ordinary course of applications to regulatory bodies for approvals or registrations (including reviews by patent offices and biomedical or similar government authorities) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Shares or the issuance of the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by ASIC or ASX involving the Company or any director or officer of the Company. There are no stop orders or other suspension orders issued by ASIC, ASX or any third party impacting the trading of the Company’s securities.

3.13

Regulatory Permits. The Company and its subsidiaries possess all certificates, authorizations and permits (or similar authorities) issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Public Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”). Each Material Permit is valid and subsisting, has been complied with in all respects by the Company and/or applicable subsidiary and neither the Company nor any of its subsidiaries has received any notice, and is not aware, of proceedings relating to the revocation, non-renewal or modification of any Material Permit.

3.14

Intellectual Property. The Company and its subsidiaries have ownership of, or have legally enforceable rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights (collectively, the “ Intellectual Property Rights ”) necessary or required for use in connection with their respective businesses as described in the Public Reports None of, and neither the Company nor any of its subsidiaries has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned (excluding patent applications which are abandoned or terminate as part of the normal patent progression process and any patents reaching the end of the full applicable patent term) within two years from the date of this Agreement. Neither the Company nor any of its subsidiaries has received a written notice of a claim, or otherwise has any knowledge, that the Intellectual Property Rights violate or infringe upon the rights of any Person. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties and Intellectual Property Rights.

For the purpose of this Agreement, a “ Person ” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

3.15

Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

3.16

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Purchaser will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Purchaser regarding the Company and its subsidiaries, their business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company is true and correct in all material aspects and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each announcement made by the Company on ASX and filing made with the SEC during the 12 months preceding the date of this Agreement did not at the time of release contain any untrue or misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the best of the Company’s knowledge and belief, other than the capital raising contemplated by this Agreement, no event or circumstance has occurred or information exists with respect to the Company or its subsidiaries, business, properties, prospects, operations or financial conditions, which, under the applicable laws, rules or regulations of ASX or the SEC, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

4.	R EPRESENTATIONS , W ARRANTIES AND A CKNOWLEDGEMENTS OF THE P URCHASER .

4.1

Requisite Power and Authority . The Purchaser hereby represents and warrants to the Company as follows as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing that:

(a)

the Purchaser has all necessary power and authority to execute and deliver this Agreement and to carry out its provisions;

(b)

all action on Purchaser’s part required for the lawful execution and delivery of this Agreement has been taken; and

(c)

upon execution and delivery by the Purchaser, this Agreement will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except

(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

4.2

US securities law matters.

(a)

The Purchaser understands that the Shares have not been registered under the Securities Act. The Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser’s representations contained in this Agreement. The Purchaser further acknowledges and understands that the Shares may not be resold or transferred except in a transaction registered under the Securities Act (which Purchaser acknowledges the Company has no obligation to do) or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. After quotation of each Tranche of Shares on ASX, the Purchaser understands it may sell the Shares in that Tranche in standard (regular way) brokered transactions on the ASX if neither the Purchaser nor any Person acting on its behalf knows, or has reason to know, that the sale has been prearranged with, or that the purchaser is, a Person in the United States.

(b)

Purchaser bears economic risk. The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests (subject to its reliance on the representations and warranties given by the Company in Section 3). The Purchaser must be able to bear the economic risk of this investment and understands that Company has no present intention of registering the Shares in the United States pursuant to the Securities Act.

(c)

Acquisition for own account. The Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing that the Purchaser is acquiring the Shares for its own account, and not with a view towards their distribution.

(d)

No solicitation. The Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing that the Purchaser is not aware of any general solicitation or publication of any advertisement, as such terms are defined in Regulation D under the Securities Act, in connection with the transactions contemplated in this Agreement.

(e)

Rule 144. The Purchaser acknowledges and agrees that the Shares are “restricted securities” (as defined in Rule 144 under the Securities Act) and may not be deposited in any unrestricted American Depositary Receipt facility as long as such Shares remain “restricted securities”.

(f)

Limitations on resale of the Shares . The Purchaser will not offer, sell, pledge, transfer or otherwise dispose of the Shares (or solicit offers to buy, purchase or otherwise acquire or take a pledge of) except (i) in an offshore transaction (as defined in Rule 902(h) under the Securities Act) complying with Regulation S

under the Securities Act, (ii) in the United States to a “qualified institutional buyer” (“QIB”) as defined in and in reliance on Rule 144A under the US Securities Act, or (iii) pursuant to Rule 144 under the Securities Act, if available, in each case in compliance with all applicable laws.

(g)

The Purchaser acknowledges and agrees that it is solely responsible for obtaining such legal, including tax, advice as it considers necessary and appropriate in connection with the execution, delivery and performance of this Agreement, the subscription by it of the Shares and any subsequent sale of the Shares. The Purchaser has made its own assessment as to whether the Company is or may become a “passive foreign investment company” (as defined in Section 1297 of the U.S. Internal Revenue Code).

4.3

Australian securities law matters.

(a)

The Purchaser acknowledges that it may be named or identified in the Notice of Meeting or other publicly disclosed material where required to comply with the ASX Listing Rules or the Corporations Act, and consents to being named or identified.

(b)

The Purchaser hereby confirms and acknowledges that it is aware (and that its affiliates, officers, directors, employees, agents or representatives, collectively the “ Representatives ”, who are appraised of this matter have been or will be advised by it) of Australian securities laws, that the confidential information disclosed to the Purchaser by the Company and the transaction contemplated by this Agreement may constitute insider information within the meaning of the Corporations Act and in particular that knowledge of the confidential information disclosed to the Purchaser by the Company may trigger the prohibition of insider dealing pursuant to Division 3 of Part 7.10 of the Corporations Act, and further that Australian law prohibits the sale or other dealings (or purported sale or other dealings) with shares, options and other securities unless the person selling or dealing with the shares, options and other securities holds those shares, options and other securities or has an immediately enforceable unconditional right to call for delivery of those shares, options or other securities to satisfy the sale or other dealing. The Purchaser agrees that it and its Representatives will fully comply with the duties and obligations imposed on it and its Representatives respectively, by securities laws applicable to the Company and securities issued by the Company or any of its affiliates. The Purchaser and its Representatives will, prior to the quotation of the Shares on the ASX, refrain from any transactions regarding or related to shares of the Company.

(c)

Subject to the accuracy of the warranty given by the Company in Section 3.4(c) in respect of the Tranche 1 Shares and subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares, the Purchaser and its Associates (as that term is defined and used in the Corporations Act) will not by the subscription of Shares pursuant to this Agreement acquire a relevant interest (as that term is defined and used in the Corporations Act) in issued voting shares of the Company which increases the voting power in the Company of the Purchaser or someone else: (a) from twenty percent (20%) or below (which includes zero percent (0%)) to more than twenty percent (20%); or (b) from a starting point which is above twenty percent (20%) and below ninety percent (90%), unless (in each case) the increase is permitted by and is in accordance with an express exception in Chapter 6 of the Corporations Act.

(d)

The Purchaser will provide such information as the Company may reasonably require for the preparation of the Notice of Meeting (and within three Business Days of being given a written request by the Company or its advisors specifying the information required and the reason it is required).

4.4

Subject to the terms and conditions of this Agreement, the Purchaser understands that its subscription for the Shares pursuant to this Agreement is binding and irrevocable, and the Purchaser will subscribe for, and provide the relevant application monies for, the number of Shares specified in this Agreement when called upon to do so.

4.5

The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company, including publicly available information concerning the Company available on its website and that of ASX, to reach an informed and knowledgeable decision to acquire the Shares. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its directors, officers and management. The Purchaser has also had the opportunity to ask questions of and receive answers from, the Company’s management regarding the terms and conditions of this investment. The Purchaser not been provided with, nor has it requested, an offering memorandum or similar document in connection with its decision to enter into this Agreement and purchase the Shares.

5.	C ONDITIONS T O C LOSING .

5.1

Conditions to Purchaser ’ s Obligations at the Closing . The Purchaser’s obligations to subscribe for, and accept the subscription of, the Tranche 1 Shares at the Tranche 1 Closing and the Tranche 2 Shares at the Tranche 2 Closing (respectively) are subject to the satisfaction (or waiver by the Purchaser, except for the condition in Section 5.1(d) which cannot be waived), at or prior to the Tranche 1 Closing Date and the Tranche 2 Closing Date (respectively), of the following conditions (and in this Agreement “ the Applicable Closing ” is the Tranche 1 Closing or the Tranche 2 Closing respectively, and “ the Applicable Closing Date ” is the Tranche 1 Closing Date or the Tranche 2 Closing Date respectively):

(a)

Representations and warranties true; performance of obligations. The representations and warranties made by Company in Section 3 being true and correct as of the date hereof and on the Applicable Closing Date, and the Company having performed all obligations and conditions required to be performed or observed by the Company under the terms of this Agreement on or prior to the Applicable Closing.

(b)

Legal investment. On the Applicable Closing Date, (in the case of the Tranche 2 Shares subject to the Company receiving the approval of its shareholders to issue the Tranche 2 Shares) the issuance of the Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

(c)

Legal opinion . On the Applicable Closing Date, the Company shall have delivered, or caused to be delivered, to the Purchaser the legal opinion of Baker & McKenzie, the Company’s Australian counsel, relating to the applicable Tranche substantially in the form of Exhibit C attached hereto.

(d)

Consents, permits, and waivers. The Company shall have obtained, in respect of the Tranche 2 Shares, the approval of its shareholders at the General Meeting to the Approval Resolutions.

(e)

No Material Adverse Effect confirmation. On the Applicable Closing Date, the Company having confirmed to the Purchaser, by delivery of a written notice signed by an officer of the Company, that there has not been, with respect to the Company or any of its subsidiaries, any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.2

Conditions to Obligations of the Company . The Company’s obligation to issue the Shares at the Applicable Closing is subject to the satisfaction (or waiver by the Company, except for the condition in Section 5.2(c) which cannot be waived), on or prior to the Applicable Closing, of the following conditions:

(a)

Representations and warranties true . The representations and warranties in Section 4 made by the Purchaser being true and correct on the Applicable Closing Date, with the same force and effect as if they had been made on and as of said date.

(b)

Performance of obligations . The Purchaser having performed all obligations and conditions required to be performed or observed by the Purchaser under the terms of this Agreement on or before the Applicable Closing.

(c)

Consents, permits, and waivers . In respect of the Tranche 2 Closing, the Company having obtained the approval of its shareholders at the General Meeting to the Approval Resolutions.

5.3

Obligations to satisfy. Each party must use all reasonable endeavours to ensure that the conditions in Section 5.1 and Section 5.2 are satisfied on, or before, each Applicable Closing Date, including by procuring performance by a third party. The parties must keep each other informed of any circumstances which may result in any condition not being satisfied in accordance with its terms.

5.4

Failure to satisfy condition s. Subject to Section 5.5, if any of the conditions in Section 5.1 or Section 5.2 are not satisfied or waived by the Applicable Closing Date then, if the parties have complied with their obligations under Section 5.3, either party may terminate this Agreement at any time by notice in writing to the other party before all the conditions are satisfied or waived.

5.5

Limited termination right circumstance. If the condition in Section 5.1(c) is not satisfied on the Applicable Closing Date, then only the Purchaser may terminate this Agreement for failure to satisfy that condition and the Company must continue to use all reasonable endeavours to satisfy that condition as soon as possible prior to the Purchaser terminating this Agreement.

6.	C OVENANTS .

6.1

Conduct of Business Prior to Closing . From the date hereof until the Applicable Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall, (x) conduct the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and/or its subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Company shall:

(a)

preserve and maintain all of its Material Permits;

(b)

pay its debts, taxes and other obligations when due;

(c)

maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(d)

continue in full force and effect without modification all insurance policies, except as required by applicable law;

(e)

defend and protect its properties and assets from infringement or usurpation;

(f)

perform all of its obligations under all contracts, agreements or other understanding relating to or affecting its properties, assets or business;

(g)

maintain its books and records in accordance with past practice;

(h)

comply in all material respects with all applicable laws and regulations; and

(i)

not take or permit any action that would cause any of the changes, events or conditions described in Section 6.2 to occur.

6.2

Absence of Certain Changes, Events or Conditions. Since the Balance Sheet Date, there has not been, with respect to the Company or any of its subsidiaries, any:

(a)

event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)

amendment of the constitution or other organizational documents of the Company or a subsidiary;

(c)

split, combination or reclassification of any shares of its capital stock;

(d)

issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;

(e)

declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;

(f)

material change in any method of accounting or accounting practice of the Company, except as required by Australian Accounting Standards or as disclosed in the notes to the Financial Statements;

(g)

material change in the Company’s cash management practices and its policies;

(h)

entry into any contract, agreement or understanding that would materially affect the Company’s business, property, assets, or results of operations (a “Material Contract”);

(i)

incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice;

(j)

transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Financial Statements or cancellation of any debts or entitlements;

(k)

transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Rights; or

(l)

adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the filing of any bankruptcy petition against it under any similar law.

6.3

Use of Proceeds. The Company shall use the net proceeds received from the Purchaser for the issuance of the Shares for progressing the Company’s research and development efforts and working capital purposes.

6.4

Appointment of Director nominated by the Purchaser. As soon as practicable following the Tranche 1 Closing, the Company shall procure that the current directors of the Company appoint Dr. Jerel Banks, a representative of the Purchaser, to the Company’s Board of Directors and the Company must then seek his election to the Company’s Board of Directors at the Company’s next annual general meeting of shareholders. For so long as the Purchaser holds at least a 10% shareholding in the Company, if Dr. Jerel Banks (or such other nominee of the Purchaser as is appointed to the board of directors of the Company) is removed, retires or ceases to hold office as a director for any reason (including as a result of that person ceasing to be a director due to a failure to be elected or re-elected at an annual general meeting of the Company), the Purchaser may nominate another nominee in that person’s place and the Company will procure that neither the board of directors of the Company nor the Company appoints a successor who is not a nominee of the Purchaser. For so long as the Purchaser holds at least a 10% shareholding in the Company, the Company will, and will use its reasonable endeavours to procure that the Company’s board of directors will, support the re-election of the then current or proposed nominee of the Purchaser on the board of directors at the next annual general meeting following his or her appointment. Any nominee of the Purchaser who is appointed as a director to the board of directors of the Company will be taken to have been appointed to represent the interests of the Purchaser and section 203D(1) of the Corporations Act applies.

6.5

Collaboration Agreement. Each of the Company and the Purchaser agree that it will use its reasonable best efforts to agree, execute and deliver a collaboration agreement between the parties by December 30, 2016 that is consistent with the terms outlined in Schedule 6.5.

7.	M ISCELLANEOUS .

7.1

Governing Law . This Agreement shall be governed by and construed under the laws of the state of New South Wales, Australia in all respects as such laws are applied to agreements among Australian residents entered into and performed entirely within Australia, without giving effect to conflict of law principles thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including

without limitation to interpret or enforce any provision of this Agreement, shall exclusively be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in New South Wales.

7.2

Survival . The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.

7.3

Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, Company may deem and treat the Person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes.

7.4

Entire Agreement . This Agreement, the Exhibits hereto and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof.

7.5

Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.6

Amendment . This Agreement may be amended or modified only upon the written consent of Company and the Purchaser.

7.7

Termination . Subject to Section 5.4 and Section 5.5, this Agreement may only be terminated by mutual written consent of all parties; provided, however, that if the conditions in Section 5 are satisfied on or prior to the Applicable Closing and:

(a)

the Purchaser fails to deposit the Purchase Price with the Company pursuant to Section 2.3 in respect of the Tranche 1 Shares on or before 5.00 pm Sydney time on the Tranche 1 Closing Date (and the Purchaser does not remedy that failure within 2 Business Days of notice to do so by the Company); and pursuant to Section 2.5 (though subject to Section 1.4, Section 1.5, Section 1.6 and Section 2.7) in respect of the Tranche 2 Shares on or before 5.00 pm Sydney time on the Tranche 2 Closing Date (and the Purchaser does not remedy that failure within 2 Business Days of notice to do so by the Company), the Company may terminate this Agreement on written notice to the Purchaser; and

(b)

the Company fails to comply with its obligations in Section 2.3(a) (and the Company does not remedy that failure within 2 Business Days of notice to do so by the Purchaser); or fails to comply with its obligations in Section 2.5(a) (though subject to Section 1.4, Section 1.5, Section 1.6 and Section 2.7) in respect of the Tranche 2 Shares (and the Company does not remedy that failure within 2 Business Days of notice to do so by the Purchaser), the Purchaser may terminate this Agreement on written notice to the Company and the Company must, in either case, immediately refund the Purchase Price for the Tranche 1 Shares or the Tranche 2 Shares, as applicable, in full to the Purchaser.

7.8

Delays or Omissions and waiver . It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

7.9

Notices . All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day, or (c) three (3) days after deposit with an internationally recognized overnight courier, specifying express delivery, with written verification of receipt. All communications shall be sent to the applicable party at the address as set forth on the signature page hereof or at such other addresses as Company or Purchaser may designate by ten days advance written notice to the other parties hereto.

7.10

Expenses . Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.

7.11

Attorneys ’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

7.12

Titles and Subtitles . The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.13

Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement is binding on the parties on the exchange of counterparts. A copy of a counterpart sent by facsimile machine or other electronic means must be treated as an original counterpart, is sufficient evidence of the execution of the original and may be produced in evidence for all purposes in place of the original.

7.14

Broker ’ s Fee s . Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this paragraph being untrue.

7.15

Further Assurance . The parties agree to take such further action(s) and execute such further documentation as may reasonably be necessary to carry out and consummate this Agreement and the subject matter hereof.

7.16

Currency . Except where otherwise expressly provided, all amounts set forth in this Agreement are stated in, and will be paid in, Australian dollars (“A$”).

7.17

Confidentiality. A party may only use confidential information of another party for the purposes of this Agreement, and must keep the existence and the terms of this Agreement and any confidential information of another party confidential except where, (i) the information is public knowledge (but not because of a breach of this Agreement) or the party has independently created the information, (ii) disclosure is required by law or a regulatory body (including a relevant stock exchange), or (iii) disclosure is made to a person who must know for the purposes of this Agreement on the basis that the person keeps the information confidential.

7.18

Announcements. A public announcement in connection with this Agreement or any transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange), in which case the party required to make an announcement must, to the extent practicable, first consult with and take into account the reasonable requirements of each other party.

I N W ITNESS W HEREOF , the parties hereto have executed this S HARE S UBSCRIPTION A GREEMENT as of the date set forth in the first paragraph hereof.

B ENITEC B IOPHARMA L IMITED with the authority

of its Directors by its duly authorized

representative:

Signature: /s/ GREG WEST

Name:

Greg West

Title:

Chief Executive Officer

Address:

F6A / 1-15 Barr Street

Balmain, NSW 2041

Australia

N ANT C APITAL , LLC:

By:

Signature: /s/ CHARLES KIM

Name:

Charles Kim

Title:

General Counsel

Address:

Nant Capital, LLC

Attention: General Counsel

9922 Jefferson Boulevard

Culver City, California 90232

United States of America

E XHIBIT A


	Number of Shares		A$ per Share	Purchase Price
Tranche 1:		29,305,819	A$ ¹	A$ ¹
Tranche 2:		Up to 29,305,819	²	²

Notes for the determination of the purchase price per Share and aggregate Purchase Price:

The price per share for Tranche 1 will be the volume weighted average market price (as defined in the ASX Listing Rules) (“ VWAP ”) calculated over the 7 trading days (as defined in the ASX Listing Rules) immediately prior to the date of this Agreement. The parties may consider whether the Purchaser may pay the equivalent aggregate purchase price in US$ using an exchange rate to be agreed. The aggregate Purchase Price for Tranche 1 will be equal to the number of Shares which the Purchaser has agreed to subscribe for under this Agreement as part of Tranche 1 multiplied by the purchase price per Share determined in accordance with this note 1.

The purchase price per Share for Tranche 2 where it is conducted by way of the Individual Placement will be the VWAP of the Company’s ordinary shares on ASX calculated over the 7 trading days (as defined in the ASX Listing Rules) immediately prior to the date that the Company delivers, as applicable, the (a) Individual Placement Requirement Notice to the Purchaser under Section 1.5(c), or (b) Placement Election Offer Notice to the Purchaser under Section 1.6. The purchase price per Share for Tranche 2 where it is conducted by way of the Broader Placement will be the same price as for other investors, being a minimum of 80% of the market price of the Company’s shares at the time of issue (calculated on a 5 trading day (as defined in the ASX Listing Rules) VWAP basis on ASX). The aggregate Purchase Price for Tranche 2 will be equal to the number of Shares which the Purchaser has agreed to subscribe for under this Agreement as part of Tranche 2 multiplied by the purchase price per Share determined in accordance with this note 2.

Schedule 3.8

With the resignation of Iain Ross as a Director and member of the Company’s Audit and Risk Committee effective September 30, 2016, the Company is not currently in compliance with a NASDAQ rule that requires a company to maintain an audit committee of at least three independent members. The Company has notified NASDAQ of this deficiency and expect to cure it within 180 days from September 30, 2016, as permitted under NASDAQ Rule 5605(c)(4)(B), by appointing a new independent director to our Audit and Risk Committee.

Schedule 6.5

Framework for Collaboration Agreement

Scientific collaboration between Benitec and NantVentures will be focused on treatments directed against squamous cell carcinoma associated with head and neck cancer (SCCHN). The collaborations will involve (A) a sublicense to an antisense oligonucleotide (ASO) directed at the epidermal growth factor receptor (EGFR) and (B) a ddRNAi program against the same target that represents a second generation therapeutic for the treatment of SCCHN.

A.	*Sublicense the ASO asset to Benitec for the purpose of initiating and completing a follow-on phase II/III clinical trial.*

This trial may encompass a Phase II/III study in which the EGFR ASO would be coupled with Erbitux for treating patients. Consistent with earlier trials of the same ASO, the route of administration of the ASO component is a direct intratumoral injection for ASO. Erbitux administration is systemic. Benitec would be the sponsor on record.

Sub-license terms will need to be settled between the parties and Benitec will perform scientific diligence on the program. In particular, Benitec needs to understand what the level of preparation is for getting the trial up and running. A scientific development plan and budget will be prepared as soon as possible with a targeted completion date of December 30, 2016.

B.	*The ddRNAi program - a second generation therapeutic for the treatment of SCCHN*

This program will start with an anti-EGFR ddRNAi follow-on therapeutic program to take advantage of an RNAi mechanism of action for durable knockdown of the EGFR target.

All of the non-clinical work will be completed by Benitec. Benitec has modeled entry into the clinic for a Phase I/IIa study at the end of CY 4Q 2018, assuming a CY 1Q 2017 start date. Benitec will work with NantWorks scientists, clinicians and consultants to develop a regulatory strategy and clinical plan. Benitec would be the sponsor on record.

A key component to the scientific plan involves the exploration of the most appropriate delivery formulation for efficient transfection/transduction of SCC lesion. Benitec will explore the extent to which the novel delivery technology will result in increased efficacy and therefore a substantially higher chance of gaining broad, long-term IP coverage.

Benitec will provide a budget and a detailed scientific development plan as soon as possible with a targeted completion date of December 30, 2016.

Exhibit 10.2

**** INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST

FOR CONFIDENTIAL TREATMENT.

EXECUTION COPY

EXCLUSIVE SUBLICENSE AGREEMENT

This Exclusive Sublicense Agreement (this “Agreement”) is made and entered into as of the 23rd day of December, 2016 (“Effective Date”), by and between Benitec Biopharma Limited, a company organized under the laws of Australia with its principal business at 99 Mount Street, North Sydney NSW 2060, Australia (“Benitec”), and NantWorks, LLC, a Delaware limited liability company with its principal business at 9920 Jefferson Boulevard, Culver City, California 90232 (“NantWorks”).

WHEREAS, NantWorks obtained exclusive rights to certain Patent Rights (described in Exhibit A), Data Rights (described in Exhibit B) and Know-How (described in Exhibit C) (each as defined below) pertaining to a therapeutic vector for the treatment of cancers with epidermal growth factor receptor (EGFR) over-expression developed by Dr. Jennifer Grandis and others of the University (the “Program”) pursuant to that certain Exclusive License Agreement entered into as of October 18, 2016 (the “University Effective Date”) between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (“University”), and NantWorks (the “University License”) and NantWorks has the right thereunder to grant sublicenses under such Patent Rights, Data Rights and Know-How as set forth therein;

WHEREAS, University desires to have the Patent Rights, Data Rights and Know-How utilized in the public interest including as contemplated by this Agreement;

WHEREAS, Benitec has represented to NantWorks, to induce NantWorks to enter into this Agreement, that Benitec is experienced in the development, production, manufacture, marketing and sale of products and/or the use of similar products to the Licensed Technology and that Benitec shall commit itself to a thorough, vigorous and diligent program of exploiting the Patent Rights, Data Rights and Know-How so that public utilization results therefrom; and

WHEREAS, Benitec desires to obtain a sublicense under the Patent Rights, Data Rights and Know-How upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1 – DEFINITIONS

For purposes of this Agreement, the following words and phrases shall have the following meanings:

Confidential material omitted and filed separately with the Commission.

1.1	“Affiliate” with respect to a Party shall mean any entity that is at least fifty percent (50%) owned or controlled by such Party.

1.2	“Commitment Agreement” means a definitive agreement entered into between Benitec and NantWorks and/or affiliate(s) thereof relating to funding commitments to Benitec and scientific collaboration by or among the parties thereto.

1.3	“Commitment Deadline Date” means January 27, 2017.

1.4

“Data Rights” shall mean the University owned or controlled pre-clinical and clinical data and information generated pursuant to studies or otherwise relating to the Licensed Technology or the Program, including without limitation the pre-clinical, Phase I clinical and Phase II clinical data referenced under or incorporated into the Investigational New Drug Application [No. 010980] filed with the United States Food and Drug Administration, as further described in Exhibit B to this Agreement.

1.5	“Dollars” and “$” shall refer to the currency of the United States of America.

1.6	“Field” shall mean all fields.

1.7

“Know-How” shall mean University owned or controlled technical information, experimental results, data, know-how, processes, procedures, compositions, devices, methods, formulas, protocols, techniques, designs, drawings, or other information relating to the Licensed Technology or the Program (a) existing as of the Effective Date, including as described in Exhibit C to this Agreement or (b) any information made available by University after the Effective Date to support a regulatory filing or submission relating to the Patent Rights, as set forth in 2.2, below.

1.8	“Intellectual Property Rights” shall mean Patent Rights and Data Rights.

1.9	“Licensed Technology” shall mean any product or part thereof or service which is:

(a)

Covered in whole or in part by an issued, unexpired or pending claim contained in the Patent Rights in the country in which any such product or part thereof is made, used or sold or in which any such service is used or sold;

(b)

Manufactured by using a process or is employed to practice a process which is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the Patent Rights in the country in which any such process that is included in Licensed Technology is used or in which such product or part thereof or service is used or sold; or

(c)

Discovered, developed or manufactured directly through the use of the Data Rights, and would not have been discovered or developed but for the Data Rights, or that requires the use of the Data Rights.

Confidential material omitted and filed separately with the Commission.

1.10	“Net Sales” shall mean Benitec’s and any sub-sublicensee’s invoice price for products or services included in Licensed Technology and produced hereunder less the sum of the following:

(a)

Actual cost of freight charges or freight absorption, separately stated in such invoice;

(b)

Actual trade, quantity or cash discounts allowed, if any; and

(c)

Sales taxes, tariff duties and/or use taxes separately stated on each invoice.

In the event that a product covered by a Licensed Technology is sold in combination with any other product(s) or service(s) (a “Combination Product”), the Net Sales with respect to such Combination Product shall be determined by ****.

1.11

“Non-Commercial Education and Research Purposes” shall mean use of Intellectual Property Rights and Know-How (including distribution of biological materials covered by the Patent Rights) in the Field for academic research or other not-for-profit scholarly purposes which are undertaken at a nonprofit or governmental institution that does not use the Intellectual Property Rights or Know-How in the production or manufacture of products for sale or the performance of services for a fee.

1.12	“Patent Rights” shall mean all patents or patent applications licensed to NantWorks under the University License. A true and complete list of all Patent Rights existing on the Effective Date is set forth in Exhibit A.

1.13	“Term” shall mean the Initial Term and each Successive Term (each as defined in Section 10.1).

1.14	“Territory” shall mean worldwide.

ARTICLE 2 – GRANT

2.1

Subject to the terms and conditions of this Agreement, NantWorks hereby grants to Benitec the right and exclusive sublicense in the Territory to make, have made, use and sell the Licensed Technology in the Field and to practice under the Intellectual Property Rights in the Field for the Term set forth in Article 10 below.

2.2

Subject to the terms and conditions of this Agreement, NantWorks hereby grants to Benitec the right and non-exclusive sublicense in the Territory to practice under the Know-How in the Field for the Term set forth in Article 10 below. Additionally, if at any time following the Effective Date, NantWorks obtains from the University under the University License any additional data or information directly relating to Licensed Technology, such additional data or information shall be included in the Know-How and made available to Benitec hereunder.

Confidential material omitted and filed separately with the Commission.

2.3

The sublicense granted hereby is subject to the rights of the University under the University License and of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the Patent Rights throughout the world. Pursuant to 35 U.S.C. §200, et seq. Licensed Technology produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies).

2.4	Benitec shall have the right to enter into sublicensing arrangements, through multiple tiers, for the rights, privileges and licenses granted hereunder subject to the following:

(a)

all sub-sublicensees are prescreened and do not appear as a restricted parties under US Export Control Laws and regulations, as they are amended and updated from time to time. Benitec shall document the screening clearances in writing and will provide NantWorks with the screening documentation upon request;

(b)

All sublicenses are subject to and consistent with the terms and conditions of this Agreement and the University License any sublicense granted by Benitec shall provide that the obligations to NantWorks under Articles 2, 7, 8, 9, 10 and 13 of this Agreement shall be binding upon each sub-sublicensee as if they were Benitec;

(c)

Benitec shall use Commercially Reasonable Best Efforts to include an audit right by University and NantWorks of any sub-sublicensee of the same scope as provided in Section 5.2 with respect to Benitec, and in the event that Benitec is unsuccessful in including such an audit right, Benitec shall negotiate an audit right for itself and the right to share the result of such audit with the University and NantWorks on a confidential basis, and, at the reasonable request of the University or NantWorks;

(d)

No sub-sublicensee or sublicense agreement shall relieve Benitec of any of its obligations hereunder, and Benitec shall be responsible for the acts of its sub-sublicensees and for the compliance by its sub-sublicensees with their obligations under the sublicense agreements, including the obligations set forth above; and

(e)

Benitec furnishes to NantWorks a true and complete copy of each executed sublicense and each amendment thereto, within fifteen (15) days after such sublicense or amendment has been executed; provided, however, such sublicense or amendment may be redacted with respect to scientific and technical information.

2.5	Benitec acknowledges and agrees that NantWorks will forward to University a copy of this Agreement and each amendment thereto (and of any executed sublicense and each amendment thereto) promptly upon execution thereof, but in no event later than thirty (30) days thereafter.

2.6	The sublicense granted hereunder shall not be construed to confer any rights upon Benitec by implication, estoppel or otherwise as to any intellectual property not specifically set forth in Exhibit A hereof.

Confidential material omitted and filed separately with the Commission.

2.7

NantWorks shall not terminate or modify the University License in a manner adverse to Benitec without Benitec’s prior written consent (such consent not to be unreasonably withheld). NantWorks represents and warrants to Benitec that, as of the Effective Date, (a) the University License is in full force and effect and (b) NantWorks has disclosed to Benitec a complete and accurate copy of the University License.

2.8

The Parties agree that certain terms of the University License may place an undue burden on the ability of Benitec to optimally develop and commercialize the Licensed Technology as contemplated by this Agreement. Accordingly, the Parties agree to collaborate in good faith to approach the University to seek to re-negotiate certain provisions thereof, including without limitation Section 3.2, 4.1(c) and 4.3, to be more favorable to NantWorks and amend the University License accordingly. Following any such amendment, the Parties agree to amend this Agreement to pass on any such improved terms to Benitec ****.

ARTICLE 3 – DUE DILIGENCE

3.1

Benitec shall use its Commercially Reasonable Best Efforts to bring the Licensed Technology to market as soon as practicable, consistent with sound and reasonable business practice and judgment, and to continue active, diligent marketing efforts for the Licensed Technology throughout the Term of this Agreement. “Commercially Reasonable Best Efforts” shall mean best efforts consistent with the commercially reasonable and usual practice followed by a similarly situated biopharmaceutical company in pursuing the commercialization and marketing of similar products to Licensed Technology, taking into account safety and efficacy, regulatory requirements and structure, and other relevant market factors.

3.2	In addition, Benitec shall adhere to each of the following milestones:

(a)

Dosing of the first patient in a Phase II clinical Trial conducted by Benitec or a sub-sublicensee using Licensed Technology within eighteen (18) months of the University Effective Date;

(b)

Dosing of the first patient in a Phase III clinical Trial using Licensed Technology within twelve (12) months of the milestone set forth in Section 3.2(a) above; and

(c)

Submission of application for regulatory approval of Licensed Technology within thirty (30) months of the milestone set forth in Section 3.2(b) above.

(d)

first commercial sale of Licensed Technology by within eighteen (18) months of the milestone set forth in Section 3.2(c) above.

3.3	Benitec shall notify NantWorks in writing of the achievement of each milestone within fifteen (15) days upon the achievement of the respective milestone.

Confidential material omitted and filed separately with the Commission.

3.4

If Benitec fails to meet any of these milestone dates (or if Benitec notifies NantWorks that it reasonably and in good faith believes that it will likely fail to meet any of these milestone dates), NantWorks and Benitec shall confer to decide whether to request an extension to one or more milestone dates in the University License, whether pursuant to the procedure in Section 3.4 of the University License or pursuant to an ad hoc request to the University. If the Parties agree to request an extension, NantWorks shall use commercially reasonable efforts to obtain such extension from the University. If NantWorks extends any milestone(s) under the terms of the University License, then the milestone(s) under this Agreement will be updated accordingly, it being understood that any penalty payment to be paid to the University in connection therewith pursuant to the University License shall be paid by Benitec (and in the event of any ad hoc request to modify a milestone date, any additional fees required by the University will be Benitec’s responsibility, provided that Benitec is made aware of such fees and given an opportunity to accept or reject them prior to the modification to the milestone date becoming effective). For the avoidance of doubt, this section shall not relieve Benitec of any milestone payment required under Section 4.1(d).

3.5	Except as specifically set forth in Section 3.4 above, Benitec’s failure to perform in accordance with Section 3.1 or to fulfill on a timely basis any one of the milestones set forth in Section 3.2 hereof shall be grounds for NantWorks to terminate this Agreement.

ARTICLE 4 – LICENSE CONSIDERATION

4.1	In consideration of the rights, privileges and license granted by University hereunder, Benitec shall pay royalties and other monetary consideration as follows:

(a)

Initial license fee, nonrefundable and noncreditable against royalties, of Sixty Thousand Dollars ($60,000) due immediately and payable within ten (10) business days from the Effective Date of this Agreement;

(b)

Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in the following amounts until the first Net Sales occur:

(i) Thirty Thousand Dollars ($30,000) on the first anniversary of the University Effective Date;

(ii) Forty Thousand Dollars ($40,000) on the second anniversary of the University Effective Date; and

(iii) Fifty Thousand Dollars ($50,000) per year on the third anniversary of the University Effective Date and annually thereafter until the first commercial sale of Licensed Technology.

(c)

Royalties in an amount as follows:

Confidential material omitted and filed separately with the Commission.

(i) **** of Net Sales due each calendar quarter so long as there is a valid claim in the Patent Rights; and

(ii) **** of Net Sales after the last to expire issued patent.

(d)

Milestone payments, which shall be non-refundable and non-creditable against royalties, as follows:

(i) ****;

(ii) ****;

(iii) ****; and

(iv) ****.

(e)

Beginning with the first Net Sales, a minimum annual royalty in the amount of **** per calendar year, but only to the extent such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(c) above.

4.2

All payments pursuant to this Agreement shall be made by check or by wire transfer in United States Dollars without deduction or exchange, collection or other charges and directed to the address, or in the case of wire transfer, to the bank set forth in Article 11. Annual maintenance fees pursuant to Section 4.1(b) hereof shall be paid on the anniversary of the University Effective Date specified therein. Royalty payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after each March 31, June 30, September 30 and December 31. Milestone payments pursuant to Section 4.1(d) shall be paid within thirty (30) days of milestone event date. Minimum annual royalties pursuant to Section 4.1(e) shall be paid by January 30 following the calendar year in which they are due.

4.3

Taxes imposed by any foreign governmental agency on any payment to be made to NantWorks by Benitec shall be paid by Benitec without deduction from any payment due to NantWorks hereunder. For the avoidance of doubt, Benitec shall be permitted to deduct any withholding taxes that may be required by Australian law (or the laws of any applicable Australian state or territory), including under any tax treaty to which Australia is a party, but any payment to be made to NantWorks hereunder shall be grossed-up for any amount so deducted.

4.4

The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of ****. Payment of such interest by Benitec shall not negate or waive the right of NantWorks to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. Benitec shall reimburse NantWorks for any costs and expenses incurred in connection with collecting any overdue balance of payments with respect to Benitec’ s payment and reimbursement obligations under this Agreement, including the costs of engaging counsel or a collection agency for such purpose.

Confidential material omitted and filed separately with the Commission.

4.5

Unless prohibited by applicable law, if requested by the University, Benitec shall sell products and/or services resulting from Licensed Technology to University for Non-Commercial Education and Research Purposes at such price(s) and on such terms and conditions as such products and/or processes are made available to Benitec’s most favored customer.

ARTICLE 5 – REPORTS AND AUDIT

5.1

Within twenty-five (25) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of Licensed Technology, Benitec shall deliver to NantWorks true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B:

(a)

Number of Licensed Technology products manufactured and sold by Benitec and all sub-sublicensees;

(b)

Total billings for all such products;

(c)

Accounting for all Licensed Technology services used or sold by Benitec and all sub-sublicensees;

(d)

Deductions set forth in Section 1.5, each stated separately, and the basis for any Combination Product calculations as set forth in Section 1.5, including the applicable products or services used as a basis for the Combination Product calculations;

(e)

Total royalties due; and

(f)

Name and addresses of sub-sublicensees

5.2

Benitec shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to NantWorks hereunder. Such books of account shall be kept at Benitec’s principal place of business. Such books of account shall be open at all reasonable times for three (3) years following the end of the calendar year to which they pertain, and for three (3) years after the expiration or termination of this Agreement, for inspection by NantWorks, the University or their representatives for the purpose of verifying Benitec’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of such representatives shall be borne by the inspecting party; however, if an error of more than **** of the total payments due or owing for any year is discovered, then Benitec shall bear such fees and expenses.

5.3

No later than thirty (30) days after December 31 of each calendar year during the term of this Agreement, Benitec shall provide to NantWorks a written annual progress report, as illustrated in Exhibit C, describing Benitec’ s progress on research and development, regulatory approvals, manufacturing, sub-sublicensing, marketing and sales during the preceding twelve-month period ending December 31.

Confidential material omitted and filed separately with the Commission.

5.4

Notwithstanding the above, NantWorks shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from Benitec sufficient to evidence whether and to what extent Benitec is: (a) practicing the Patent Rights and/or other University property sublicensed hereunder; and (b) meeting its diligence obligations under Article 3, above.

5.5	Benitec shall report to NantWorks the date of the first commercial sale of a Licensed Technology within thirty (30) days of occurrence in each country.

ARTICLE 6 – PATENT PROSECUTION

6.1

The prosecution, filing and maintenance of the Patent Rights shall be handled as set forth in the University License. Benitec shall have the opportunity to advise and cooperate with NantWorks in the prosecution, filing and maintenance of such patents, and NantWorks shall communicate Benitec’s comments thereon to University in good faith. As between NantWorks and Benitec, Benitec shall have the sole right to select the countries outside the United States in which Patent Rights are filed, and NantWorks shall communicate such selection to University in a timely manner.

6.2

All fees and costs, including attorneys’ fees, relating to the filing, prosecution, maintenance, and post grant proceedings relating to the Patent Rights shall be the responsibility of Benitec, whether incurred prior to or after the Effective Date. Such fees and costs reimbursed to the University by NantWorks prior to the Effective Date in the amount of **** (“Pre-agreement Expenses”) are due on the Effective Date and shall be paid by Benitec to NantWorks within ten (10) business days of the Effective Date. Fees and costs incurred after the Effective Date shall be paid by Benitec within fifteen (15) days after receipt of University’s invoice therefor. Additionally, Benitec shall reimburse NantWorks for any other University out-of-pocket filing, prosecution, and maintenance costs (including all attorneys’ fees and costs) relating to the Patent Rights for which NantWorks is responsible under the University License. Payments pursuant to this Section 6.2 are not creditable against royalties or any other payment due to University under this Agreement.

ARTICLE 7 – INFRINGEMENT ACTIONS

7.1	Benitec shall inform University and NantWorks promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof.

7.2	During the term of this Agreement, Benitec shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Benitec has notified University and NantWorks in writing of its intent to prosecute;

Confidential material omitted and filed separately with the Commission.

provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, NantWorks hereby agrees that Benitec may include it, and NantWorks shall seek to cause University, in accordance with the University Agreement, to be included, as a party plaintiff in any such suit, without expense to either of NantWorks and University. The total cost of any such infringement action commenced or defended solely by Benitec shall be borne by Benitec and NantWorks shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due NantWorks under Article 4. Benitec shall indemnify NantWorks and University against any order for costs that may be made against NantWorks and University in such proceedings.

7.3

If within six (6) months after having been notified of any alleged infringement, Benitec shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Benitec shall notify NantWorks at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, NantWorks and University shall have the right, but shall not be obligated, to prosecute at their own expense any infringement of the Patent Rights in accordance with the University License, and NantWorks or the University may, for such purposes, use the name of Benitec as party plaintiff. University or NantWorks, as applicable, shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, any recovery or damages for past infringement derived therefrom shall be allocated in accordance with the University License.

7.4

In the event that a declaratory judgment action alleging invalidity or infringement of any of the Patent Rights shall be brought against University or NantWorks, Benitec, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense.

7.5

In any infringement suit either party hereto or the University may institute to enforce the Patent Rights pursuant to this Agreement, the other part(ies) shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, information, samples, specimens, and other evidence upon request.

ARTICLE 8 – INDEMNIFICATION/INSURANCE/LIMITATION OF LIABILITY

8.1

Benitec shall at all times during the term of this Agreement and thereafter indemnify, defend and hold the University and NantWorks, and each of their trustees, officers, faculty members, employees and affiliates (“Indemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed

Confidential material omitted and filed separately with the Commission.

Technology, (ii) the practice by Benitec or any sub-sublicensee of the Intellectual Property Rights and Know-How; or (iii) arising from or relating to this Agreement. Benitec shall provide this defense and indemnity whether or not any Indemnified Party, either jointly or severally, is named as a party defendant and whether or not any Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property; provided, however, that such indemnification obligation shall not apply in the case of fraud, gross negligence or willful misconduct by any Indemnified Party. The obligation of Benitec to defend and indemnify as set forth herein shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.

8.2	Benitec shall obtain and carry in full force and effect liability insurance which shall protect Benitec, NantWorks and University in regard to events covered by Section 8.1 above, as provided below:


	COVERAGE	LIMITS
(a)	Commercial General Liability,	$1,000,000 Combined Single
	Including, but not limited to,	Limits for Bodily Injury
	Products, Contractual, Fire, Legal	and Property Damage
	And Personal Injury

(b)	Products Liability	$5,000,000

The University and NantWorks are to be named as an additional insured with respect to insurance policies identified in Sections 8.2(a) and 8.2(b) above. Certificates of insurance evidencing the coverage required above shall be provided to NantWorks no later than thirty (30) days after execution of this Agreement and on or before July 1 of each subsequent year during the Term of this Agreement. Such certificates shall provide that the insurer will give Benitec not less than thirty (30) days advance written notice of any material changes in or cancellation of coverage; and Benitec hereby covenants to promptly communicate such notice to NantWorks upon receipt.

8.3

NANTWORKS HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO GRANT THE RIGHTS, PRIVILEGES AND LICENSES GRANTED PURSUANT TO THIS AGREEMENT SUBJECT TO THE TERMS OF THE UNIVERSITY LICENSE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, NANTWORKS, AND ITS AGENTS AND/OR EMPLOYEES, MAKE NO REPRESENTATION AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE PRACTICE BY BENITEC OF THE RIGHTS GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. NANTWORKS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF NANTWORKS, ITS AGENTS AND/OR EMPLOYEES FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND

Confidential material omitted and filed separately with the Commission.

EXPERTS’ FEES, AND COURT COSTS (EVEN IF NANTWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT. BENITEC ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT THAT IS MANUFACTURED, USED OR SOLD BY BENITEC (INCLUDING SUB-SUBLICENSEE SALES) WHICH IS LICENSED TECHNOLOGY HEREUNDER.

ARTICLE 9 – ASSIGNMENT

This Agreement is not assignable by either Party without the prior written consent of the other Party and any attempt to do so shall be null and void; provided, however, that either Party may assign this Agreement to (a) its Affiliate or (b) to any successor in interest to all or substantially all of its assets or business relating to this Agreement, whether by merger, acquisition, reorganization, sale of assets, sale of stock, or otherwise.

ARTICLE 10 – TERM AND TERMINATION

10.1

Benitec shall be responsible for payment of the consideration set forth in Article 4 hereof until the later of the expiration of the last claim of the Patent Rights or ten (10) years after the date of the first commercial sale of Licensed Technology (the “Initial Term”). The Term shall be automatically extended, without any action on the part of either party, on a year by year basis; provided that Benitec or any sub-sublicensee had Net Sales the preceding year, (each, a “Successive Term”) unless terminated pursuant to Section 10.2 or 10.3 below; provided, however, that Benitec’s payment obligations during each Successive Term shall be limited to payment of **** of the royalties payable pursuant to Section 4.1(c).

10.2

NantWorks shall have the right to terminate this Agreement (x) at any time during the sixty (60) day period commencing on the day after the Commitment Deadline Date if the Commitment Agreement has not been executed and delivered on or prior to the Commitment Deadline Date and (y) otherwise, upon written notice, if:

(a)

Benitec fails to make any payment due hereunder within thirty (30) days of notice from NantWorks that a payment was not received when due;

(b)

Benitec defaults in the performance of any of the obligations due and owing hereunder that are not covered by Section 10.2(a) (i.e., non-financial obligations) (subject to Section 3.5) and such default has not been cured within sixty (60) days after receiving written notice thereof from NantWorks;

Confidential material omitted and filed separately with the Commission.

(c)

Benitec ceases to carry out its business, becomes bankrupt or insolvent, applies for or consents to the appointment of a trustee, receiver or liquidator of its assets or seeks relief under any law for the aid of debtors; or

(d)

the University License is terminated in accordance with its terms (it being understood that NantWorks may not terminate the University License pursuant to Section 10.3 thereof without prior written consent from Benitec and in the event of any such termination of the University License, NantWorks shall use commercially reasonable efforts to facilitate a negotiation between University and Benitec for Benitec to obtain a direct license from the University).

10.3

Benitec may terminate this Agreement (x) at any time during the sixty (60) day period commencing on the day after the Commitment Deadline Date if the Commitment Agreement has not been executed and delivered on or prior to the Commitment Deadline Date and (y) upon nine (9) months prior written notice to NantWorks and upon payment of all amounts accrued or due hereunder through the effective date of termination, including patent cost reimbursement pursuant to Section 6.2 hereof.

10.4

Upon termination of this Agreement, neither party shall be released from any obligation that accrued prior to the effective date of such termination. Benitec and any sub-sublicensee may, however, after the effective date of such termination, sell all Licensed Technology which Benitec produced prior to the effective date of such termination, provided that Benitec shall pay to NantWorks the royalties thereon as required by Article 4 hereof and submit the reports required by Article 5 hereof.

ARTICLE 11 – NOTICES

11.1

Any notice or communication pursuant to this Agreement shall be sufficiently made or given if sent by certified or registered mail, postage prepaid, or by overnight courier, with proof of delivery by receipt, addressed to the address below or as either party shall designate by written notice to the other party, or if in accordance with Section 11.3.

In the case of Benitec:

Benitec Biopharma Limited

Suite 1201

99 Mount Street

North Sydney

NSW 2060

Australia

Attention: Chief Executive Officer

Confidential material omitted and filed separately with the Commission.

In the case of NantWorks:

NantWorks, LLC

9920 Jefferson Blvd.

Culver City, CA 90232

United States

Attention: General Counsel

11.2	Any payments to NantWorks hereunder by wire transfer shall be directed as set forth on Exhibit F.

Benitec shall be responsible for all applicable fees and costs relating to any wire transfer, to include translation fees, without any deduction of such fees from amounts due to NantWorks pursuant to this Agreement.

11.3	All invoices to Benitec generated by NantWorks under this Agreement will be sent electronically, via e-mail, in PDF format, unless instructed otherwise by Benitec in writing.

ARTICLE 12 – AMENDMENT, MODIFICATION

This Agreement may not be amended or modified except by the execution of a written instrument signed by authorized representatives of each of the parties hereto.

ARTICLE 13 – MISCELLANEOUS

13.1

This Agreement shall be construed and interpreted in accordance with the laws of the California applicable to agreements made and to be performed wholly within that State without regard to conflicts of laws provisions. The exclusive forum shall be the state and federal courts located in the County of Los Angeles in the State of California. Each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. EACH PARTY HERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. In an effort to informally and amicably resolve any claim, controversy or dispute arising out of or relating to this Agreement or the breach thereof, and regardless whether such claim sounds in contract, tort, or otherwise (a “ Dispute ”), any party intending to initiate a claim shall notify all affected parties in writing of a Dispute hereunder that requires resolution. Such notice shall set forth the nature of the Dispute, the amount, if any, involved and the remedy sought. Each affected party shall designate a representative who shall be empowered to investigate, discuss and seek to settle or otherwise resolve the Dispute. The representatives shall in good faith seek to resolve the Dispute for at least sixty (60) days prior to initiating a formal claim in the courts.

Confidential material omitted and filed separately with the Commission.

13.2

The parties acknowledge that this Agreement sets forth the entire understanding and intentions of the parties hereto as to the subject matter hereof and supersedes all previous representations, negotiations, or understandings between the parties and/or its employees or agents, whether written or oral, regarding the subject matter of this Agreement.

13.3	The parties acknowledge that they consulted, or had the opportunity to investigate and/or consult, with their legal counsel and/or other advisors with respect to the Intellectual Property Rights, Know-How, Licensed Technology, and the terms of this Agreement.

13.4	The parties agree that this Agreement constitutes an arm’s length business transaction and does not create a fiduciary relationship.

13.5

Nothing contained in this Agreement shall be construed as conferring upon either party any right to use in advertising, publicity or other promotional activities any name, trade name, trademark, or other designation of the other party, including any contraction, abbreviation, or simulation of any of the foregoing. Without the express written approval of the other party, neither party shall use any designation of the other party in any promotional activity associated with this Agreement or the Licensed Technology. Neither party shall issue any press release or make any public statement in regard to this Agreement (a) without the prior written approval of the other party or (b) as may be required by applicable law; provided, however, that if a party deems it required by law to effect such a press release or other public statement, it shall nonetheless give as much advance notice as is reasonably practical to the other party, including a draft of the text of such release or announcement, and shall review in good faith comments of the other party and reflect those comments in the draft to the extent consistent with applicable disclosure obligations and otherwise appropriate in the good faith, reasonable judgment of the disclosing party. With respect to any filing of this Agreement as an exhibit to a securities exchange filing by Benitec, or summary of the terms of this Agreement in such a filing, Benitec shall consult in advance with NantWorks about what aspects of the Agreement should be redacted and subject to a request for confidential treatment.

13.6

Benitec agrees that with respect to the performance of this Agreement or the practice of the rights granted by NantWorks hereunder, it shall comply with any and all applicable United States export control laws and regulations, as well as any and all embargoes and/or other restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls.

13.7

If Benitec challenges the validity or enforceability of the University’s Patent Rights, University’s ownership of the Patent Rights or NantWorks’ rights thereto under the University License anywhere in the world, Benitec shall continue to pay to NantWorks all royalties and other financial obligations required under this Agreement, to include patent costs and fees. If any such challenge is unsuccessful by Benitec, Benitec’s financial obligations under Article 4.1 shall automatically increase to cover any increases in the royalty rates and any non-royalty sublicense

Confidential material omitted and filed separately with the Commission.

income rate under the University License as a result of such unsuccessful challenge pursuant to Section 13.7 of the University License, and Benitec shall reimburse the University for all fees and costs associated with defending such action, including but not limited to attorneys’ fees and expert fees and shall reimburse NantWorks to the extent NantWorks covers any such fees and costs under Section 13.7 of the University License. The effective date of such increase in royalty rates shall be the effective date of the corresponding increases in the University License. Within thirty (30) days prior to filing any such challenge, Benitec shall provide the University and NantWorks with written notice of its intent to make such challenge detailing its allegation(s) along with specific and detailed facts supporting those allegations of invalidity or unenforceability of University’s Patent Rights or the University’s or NantWorks’ rights thereto.

13.8

If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby. In the event any provision is held illegal or unenforceable, the parties shall use reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as is practical, implements purposes of the provision held invalid, illegal or unenforceable.

13.9

Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party’s right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.

13.10

Benitec acknowledges that University is free to publish the results of the research activities of its faculty, staff and students, even though such publication may involve the Intellectual Property Rights, Know-How or Licensed Technology. In the event University submits any proposed publication or presentation regarding the subject matter specifically described in the Intellectual Property Rights or the Know-How for prior review by NantWorks in accordance with the University License, NantWorks shall promptly share such proposed publication or presentation with Benitec and Benitec may, within fifteen (15) days after receipt of such proposed publication, request that such proposed publication be delayed not more than sixty (60) days in order to allow for protection of intellectual property rights.

13.11

Benitec shall mark all Licensed Technology with applicable U.S. and foreign patent numbers in accordance with the applicable laws of the countries in which Licensed Technology is used or sold.

13.12

Third-Party Beneficiary. The parties hereto hereby agree that the University shall be deemed a third-party beneficiary of this Agreement with respect to rights of the University set forth herein.

Confidential material omitted and filed separately with the Commission.

IN WITNESS WHEREOF, the parties represent and warrant that each has the authority to bind the party to this Agreement and have set their hands and seals as of the date set forth on the first page hereof.


BENITEC BIOPHARMA LIMITED

By		/s/ Greg West
		Name: Greg West
		Title: Chief Executive Officer
NANTWORKS, LLC
By		/s/ Christian Zapf
		Name: Christian Zapf
		Title: VP and Counsel,
		Corporate Development

Confidential material omitted and filed separately with the Commission.

EXHIBIT A

PATENT RIGHTS

Univ.
Case
No.

Application No.

Application
Filing Date

Patent
No.

Patent
Issuance
Date

Title

Country

0261

60/140,136

06/18/1999

N/A

INHIBITION OF HUMAN SQUAMOUS CELL CARCINOMA GROWTH IN VIVO BY EPIDERMAL GROWTH FACTOR RECEPTOR ANTISENSE RNA TRANSCRIBED FROM THE U6 PROMOTER

United States

0261

10/288828

0261

09/595,863

06/16/2000

N/A

Inhibition of Human Squamous Cell Carcinoma Growth in Vivo by Epidermal Growth Factor Receptor Antisense RNA Transcribed from a POL III Promoter

United States

0261

PCT/US2001/019309

6/14/01

Confidential material omitted and filed separately with the Commission.

0261

AU6848301

Inhibition of human squamous cell carcinoma in vivo by egfr antisense rna

0261

10/387,252

03/12/2003

7,662,793

02/16/2010

Inhibition of Human Squamous Cell Carcinoma Growth in Vivo by Epidermal Growth Factor Receptor Antisense RNA Transcribed from a POL III Promoter

United States

Confidential material omitted and filed separately with the Commission.

EXHIBIT B

DATA RIGHTS

All pre-clinical and clinical data and information generated pursuant to studies or otherwise relating to the Program, including without limitation the pre-clinical, Phase I clinical and Phase II clinical data references under or incorporated into the Investigational New Drug Application [No. 010980] filed with the United States Food and Drug Administration.

All pre-clinical and clinical data and information generated pursuant to studies or otherwise relating to the Program, including without limitation the pre-clinical, Phase I clinical and Phase II clinical data references under or incorporated into Pitt Ref No. 04047 entitled “IND documents for Antisense EGFR DNA.”

Experimental protocols, data, and any supporting materials relating to IND Application No. 010980, the Licensed Technology and the Intellectual Property Rights.

Confidential material omitted and filed separately with the Commission.

EXHIBIT C

KNOW-HOW

Information relating to the manuscript titled “Intratumoral Epidermal Growth Factor Receptor Antisense DNA Therapy in Head and Neck Cancer: First Human Application and Potential Antitumor Mechanisms,” published by S. Lai et al on March 10, 2009 in the Journal of Clinical Oncology , Volume 27, Number 8.

Information relating to the draft manuscript with University reference number 00261 and titled “Phase I Study of Intratumoral EGFR-Antisense DNA, Cetuximab, and Intensity-Modulated Radiation Therapy in Head and Neck Cancer with Mechanistic Correlatives,” by J. Bauman et al.

Confidential material omitted and filed separately with the Commission.

EXHIBIT D

SAMPLE ROYALTY REPORT

Licensee name:

Reporting period:

Date of report:

Royalty Reporting Form


Product	No. units sold (including sublicense)	Invoiced price per unit	Gross sales	Allowable deductions	Net sales
Product name
Product name
Product name
Product name
Total


Total net sales		$
Royalty rate
Royalty due		$

Total royalty due: $_________________

Name and addresses of sublicensees:

Report prepared by:

Title:

Date:

Confidential material omitted and filed separately with the Commission.

EXHIBIT E

SAMPLE PROGRESS REPORT

Benitec name:

Report date:

Technology title:

Progress Report

A.	Date development plan initiated and time period covered by this report

B.	Development report

Activities, e.g., research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales, etc., completed since last report including the object and parameters of the development, when initiated, when completed and the results

Activities currently under investigations, i.e., ongoing activities including object and parameters of such activities, when initiated, and projected date of completion

C.	Future development activities

Activities to be undertaken before next report including, but not limited to, the type and object of any studies conducted and their projected starting and completion dates

Estimated total development time remaining before a product will be commercialized

D.	Changes to initial development plan

Reasons for change

Variables that may cause additional changes

E.	Items to be provided if applicable:

Information relating to product that has become publicly available, e.g., published articles, competing products, patents, etc.

Development work being performed by third parties other than Licensee to include name of third party, reasons for use of third party, planned future use of third parties including reasons why and type of work

Update of competitive information trends in industry, government compliance, and market plan

Confidential material omitted and filed separately with the Commission.

EXHIBIT F

NANTWORKS WIRE INSTRUCTIONS

Receiving Bank Name: ****

Bank Address: ****

ABA routing number (wire): ****

ABA routing number (ACH): ****

Swift Code (International): ****

Beneficiary: ****

Beneficiary Address: ****

Account Number: ****

Confidential material omitted and filed separately with the Commission.

Exhibit 10.3

RESEARCH COLLABORATION AGREEMENT

This RESEARCH COLLABORATION AGREEMENT (including the exhibits hereto, this “Agreement”) is made as of January 27, 2017 (the “Effective Date”) by and between Benitec Biopharma Limited, an Australian corporation (“Benitec”), and Nant Capital, LLC, a Delaware limited liability company (“Nant”). Nant and Benitec are each referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Subscription Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into Share Subscription Agreement dated as of October 24, 2016 (the “Subscription Agreement”) pursuant to which Nant made an initial investment in Benitec;

WHEREAS, Benitec and NantWorks, LLC, a Delaware limited liability company and affiliate of Nant, entered into a Sublicense Agreement dated as of December 23, 2016 (the “Sublicense”) pursuant to which Benitec obtained exclusive world-wide rights to intellectual property and data relating to a DNA plasmid that produces antisense RNA for the treatment of cancers with over expression of epidermal growth factor receptor (EGFR); and

WHEREAS, in connection with the Subscription Agreement and the Sublicense, the Parties wish to enter into a research collaboration agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1. CERTAIN ACKNOWLEDGMENTS

1.1 Sublicense . The Parties hereto and NantWorks each agree and acknowledge that this Agreement constitutes the “Commitment Agreement” contemplated by the Sublicense.

1.2 Subscription Agreement . The Parties each agree and acknowledge that (a) this Agreement constitutes the “Collaboration Agreement” contemplated by the Subscription Agreement and (b) the “Scientific Collaboration Cost” as contemplated by the Subscription Agreement is agreed to be the Australian equivalent to Ten Million United States Dollars (US$10,000,000.-) (the “Scientific Collaboration Cost”). The amount, if any, invested by Nant in Benitec in consideration for Tranche 2 Shares under the Subscription Agreement, whether under a Broader Placement or an Individual Placement, is herein referred to as the “Nant Tranche 2 Investment Amount.” For the avoidance of doubt, the Parties each acknowledge and agree that the funding required for the Research Programs is anticipated to exceed the Scientific Collaboration Cost.

ARTICLE 2. RESEARCH PROGRAMS

2.1 Performance by Benitec . Benitec agrees to use commercially reasonable efforts and professional expertise to perform a clinical research program as described on Exhibit A and a pre-clinical research program as described on Exhibit B (including modifications thereto as permitted hereunder, the “Research Programs”). Benitec shall conduct the Research Programs in accordance with and in a manner to achieve the milestone, diligence and other obligations of Benitec specified in the Sublicense. Benitec will be responsible for leading all pre-clinical and clinical research activities under the Research Programs and will be the sponsor of any clinical trials thereunder and will be responsible for regulatory filings and will be responsible for the commercialization of therapeutic products developed under the Research Programs. Benitec shall conduct all activities in furtherance of the Research Programs (a) in accordance with established and recognized scientific standards, (b) with reasonable care, (c) in accordance with applicable federal, state, and local laws and (d) in compliance with the regulatory requirements required by the United States Food and Drug Administration (“FDA”) and other competent regulatory authorities for the conduct of pre-clinical and clinical trials. Benitec agrees to maintain records with respect to the Research Programs in accordance with all applicable legal and regulatory requirements. Benitec will account for all costs and expenses associated with the Research Program (“Program Costs”) and will first allocate and use the Nant Tranche 2 Investment Amount (if any) to satisfy these. Program Costs associated with Benitec’s internal activities will be at its customary rates for such services and third party goods and services will be accounted for at cost. Modifications to a Research Program may be made only at the written direction of the Steering Committee (as defined below). Without limiting the obligations of the Parties hereunder, the Parties acknowledge and agree that the nature of research is uncertain and that no warranty or guarantee is provided by either Party in respect of the results to be achieved at any stage of the Research Programs.

2.3 Inspection Rights . During the Term (as defined below), Benitec will permit representatives of Nant or state and federal agencies to examine at reasonable times during normal business hours: (a) the facilities where each Research Program is being conducted, (b) all data, results, know-how and other information, including but not limited to pre-clinical and clinical development data, obtained or generated under the Research Programs (collectively, “Results”) and (c) any other relevant records necessary for Nant to confirm that each Research Program is being conducted as contemplated by this Agreement.

2.4 Results . All Results obtained or generated under the Research Programs shall be owned by Benitec and may be used by Benitec for any lawful purpose; provided, however, that Nant and its affiliates may use the Results for the development and commercialization of a Companion Diagnostic (as defined below) as contemplated by Article 4 below.

ARTICLE 3. STEERING COMMITTEE

3.1 General . The Parties acknowledge that the descriptions of the Research Programs in Exhibit A and Exhibit B are preliminary and will be refined with input by a steering committee (the “Steering Committee”) to be established within ten (10) days after the Effective Date. The Steering Committee will discuss and review the design and implementation of the Research Programs, the associated budgets, targeted timelines and FTE requirements, the Results and progress against the targeted timelines. The Steering Committee will seek in good faith to achieve the development milestones and other diligence requirements related to the Research Programs set forth in the Sublicense. The Steering Committee will provide a forum for discussing the Research Programs and Results and for making final determinations with respect to such activities.

3.2 Binding Determinations . The determinations of the Steering Committee shall be binding on the Parties with respect to the conduct of the Research Programs but the Steering Committee will not have any power to amend, modify or waive the terms of this Agreement or bind the Parties in any other respect. For the avoidance of doubt, without limitation, the Steering Committee will not have any power to require Benitec to enter agreements with third parties or acquire particular services, to change the fundamental objectives of the Research Programs or to otherwise suspend or delay the Research Programs. The Steering Committee will be composed of two scientific representatives from each of Nant and Benitec, or such other number as the Parties may agree. All determinations of the Steering Committee will be made by majority vote but in the case of deadlock a tiebreaking vote (“Tiebreaker Vote”) shall be determined as follows; (i) the Nant representatives shall have the Tiebreaker Vote until such time as the Program Costs equal or exceed the Nant Tranche 2 Investment Amount (and, for the avoidance of doubt, if there is no Nant Tranche 2 Investment Amount, then the Benitec representatives shall have the Tiebreaker Vote) and; (ii) thereafter the Benitec representatives shall have the Tiebreaker Vote. For the avoidance of doubt, a Party exercising a Tiebreaker Vote will act in good faith, in accordance with the remit of and so as to discharge the obligations of the Steering Committee and in the interests of pursuing the Research Programs in a commercially viable manner.

3.3 Meetings . The Steering Committee will meet at least four times per calendar year, or more or less often as the Steering Committee may determine. The Steering Committee will establish a schedule of times for meetings, taking into account, among other things, the targeted timelines under the Research Programs and the need of the Steering Committee to make determinations in line with the anticipated development schedule. Meetings will take place in-person or by telephone or video conference as agreed to by members of the Steering Committee. Any member of the Steering Committee

may designate a substitute to attend with prior written notice to the other Party. Ad hoc guests who are subject to appropriate confidentiality obligations may be invited to the Steering Committee meetings. Each Party may replace its Steering Committee member with other representatives, at any time, upon written notice to the other Party. Each Party will bear its own costs, including travel costs, for personnel participating in the Steering Committee. The Steering Committee will designate a secretary who will be responsible for calling meetings as provided above or requested by a Party, preparing and circulating an agenda in advance of each meeting (a draft of the agenda shall be distributed at least three (3) days in advance to the Parties and each Party may add to the agenda such matters as the Party desires), and preparing and circulating minutes after each meeting of the Steering Committee setting forth, among other things, a description, in reasonable detail, of the discussions at the meeting, the binding determinations made by the Steering Committee and a list of any follow up actions approved by the Steering Committee.

3.4 Reports . During the course of the Research Programs, Benitec agrees to provide the Steering Committee and Nant with interim reports of the Results and expenditures for each Research Program at least on a quarterly basis. In each case, Nant and the Steering Committee may each request additional reasonable documents, information and clarifications, and Benitec shall use commercially reasonable efforts to provide documents, information and clarifications responsive to such questions as promptly as possible.

ARTICLE 4. GPS CANCER SERVICES; COMPANION DIAGNOSTIC

4.1 GPS Cancer Services . Nant intends to provide “GPS Cancer” proteomic sequencing and analytical services to Benitec through its affiliate NantOmics, LLC, a Delaware limited liability company (“NantOmics”), at NantOmics’ customary rates for research services. Following the Effective Date and in connection with the refinement of the Research Programs contemplated by Section 3.1, the Parties will seek in good faith to specify the required services and negotiate and to have Benitec and NantOmics enter into such a research services agreement as promptly as possible (the “GPS Agreement”). Benitec will have the right to use the sample results provided to it under the GPS Agreement (the “Sample Results”) in connection with the Research Programs and any related regulatory submissions (and NantOmics will not make such Sample Results available to any third party).

4.2 Companion Diagnostic . The Parties intend NantOmics to develop and commercialize a companion diagnostic test to determine responsiveness to any therapeutic product developed, to be developed, commercialized or to be commercialized under the Research Programs (each, a “Companion Diagnostic”). In furtherance of the foregoing, Benitec will grant to NantOmics and its affiliates (a) an exclusive, world-wide, fully paid up license, including sublicensing rights, under the Designated Patents

(as defined below), to develop and commercialize Companion Diagnostics on a world-wide basis and (b) the right to use the Results for any purpose in connection with the foregoing (the “Companion Diagnostic License”). The Companion Diagnostic License will include provisions requiring NantOmics to (a) use commercially reasonable efforts to develop and commercialize the Companion Diagnostic on a world-wide basis and (b) meet reasonable development milestones. Unless otherwise agreed by Benitec, NantOmics will not make the Sample Results available to third parties. In the event NantOmics decides not to develop or commercialize a Companion Diagnostic or is not developing and commercializing a Companion Diagnostic contemporaneously with Benitec’s development and commercialization of the Results and achievement of the milestones specified in the Sublicense, then NantOmics will grant Benitec a non-exclusive, world-wide, fully paid up license, including sublicensing rights, under the the relevant intellectual property and data to permit Benitec to develop and commercialize a Companion Diagnostic.

4.3 Nature of Article 4 . The provisions of this Article 4 are an expression of the intent of the Parties only and no binding obligation is or will be created on them or NantOmics until the execution and delivery of the GPS Agreement and the Companion Diagnostic License as set forth therein. Given the importance of certainty of access to GPS services , the Parties acknowledge and agree that it is their intent for the GPS Agreement to be entered into prior to commencement of the Research Programs.

ARTICLE 5. PATENT RIGHTS; PROSECUTION

5.1 Ownership . For the avoidance of doubt, nothing in this Article 5 derogates from Benitec’s obligations with respect to ‘Patent Rights’ as expressed in the Sublicense. Except as otherwise set forth in this Article 5, inventorship of inventions and all intellectual property rights pertaining thereto (“Inventions”) will be determined by application of applicable patent laws pertaining to inventorship. Subject to the provisions of this Agreement, (a) Benitec shall own all right, title and interest in and to any Inventions invented, created, or developed in the course of the Research Programs and Benitec will own any Inventions developed by Nant pursuant to a services agreement whereby such services are undertaken at Nant’s customary rates (the “Sole IP”).

5.2 Prosecution . Benitec shall, at Benitec’s expense, have the right, but not the obligation, to control the preparation, filing, prosecution and maintenance (including any oppositions, cancellations, interferences, reissue proceedings, derivation proceedings, or reexaminations) (collectively, “Prosecution” or “Prosecute”) of any Patent Rights claiming Sole IP arising out of the Research Programs (the “Designated Patents”). Benitec shall reasonably consult with Nant regarding the patent filing strategy for the Designated Patents prior to Prosecution thereof and the Prosecution of the Designated Patents, by providing Nant a Reasonable Opportunity to review and comment on all proposed

submissions to any patent office before submission. For the purpose of this Agreement, “Reasonable Opportunity” means that Nant shall receive from Benitec or patent counsel true copies of all documents relating to the Prosecution of patent applications and patents within the Designated Patents as soon as reasonably practical after Benitec has prepared or received such documents and materials, together with any documents submitted by Benitec to or received by Benitec from such patent office with respect to such Prosecution. Benitec shall, in its reasonable judgment and to the extent practicable, consider in good faith and reasonably incorporate Nant’s comments concerning such documents and materials that Benitec receives from Nant.

5.3 Benitec Enforcement . Each Party will notify the other promptly in writing when any infringement of a Designated Patent by a third party is uncovered or reasonably suspected (each, an “Infringement”). Benitec shall have the right to enforce any patent within the Designated Patents against any Infringement or alleged Infringement thereof, and shall at all times keep Nant informed as to the status thereof. Benitec may, at its own expense, institute suit against any such infringer or alleged infringer and control and defend and settle such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom. Nant shall reasonably cooperate in any such litigation (including joining or being named a necessary party thereto) at Benitec’s expense. Benitec shall not enter into any settlement of any claim described in this Section 5.4 that incurs any financial liability on the part of Nant or requires an admission of liability, wrongdoing or fault on the part of Nant without Nant’s prior written consent, in each case, such consent not to be unreasonably withheld.

5.4 Progress Reports . Benitec shall keep Nant reasonably informed of the progress of any such enforcement action, and Nant shall have the individual right to participate with counsel of its own choice at its own expense.

ARTICLE 6. CONFIDENTIALITY

6.1 General . Each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”), and Receiving Party may acquire during the course and conduct of activities under this Agreement and the conduct of the Research Programs, certain proprietary or confidential information of Disclosing Party, its partners or affiliates, including but not limited to operations, patent applications, formulas, materials, programs, techniques, practices, processes, future products, ideas, knowledge, practices, processes, drawings, data, scientific results and reports, research marketing and business plans, financial and personnel information, clinical data, and formulation information (“Confidential Information”). Any Confidential Information so disclosed shall remain the sole property of the Disclosing Party. For the avoidance of doubt, any pre-existing information or information developed outside the course of the Research Program that is provided by either Party to the other Party shall remain the property and Confidential Information of the Disclosing Party.

6.2 Restrictions . Receiving Party will keep all Disclosing Party’s Confidential Information in confidence with the same degree of care with which Receiving Party holds its own confidential information (but in no event less than a commercially reasonable degree of care). Receiving Party will not use Disclosing Party’s Confidential Information except in connection with the performance of its obligations and exercise of its rights under this Agreement. Receiving Party has the right to disclose Disclosing Party’s Confidential Information without Disclosing Party’s prior written consent, to the extent and only to the extent reasonably necessary, to Receiving Party’s employees who have a need to know such Confidential Information in order to perform its obligations and exercise its rights under this Agreement and who are required to comply with the restrictions on use and disclosure in this Article 6 or as otherwise expressly permitted herein. Receiving Party will use diligent efforts to cause any entities and persons to whom it discloses Confidential Information to comply with the restrictions on use and disclosure in this Section 6, provided that Receiving Party shall remain responsible for the unauthorized use or disclosure of such Confidential Information by any such entities and/or persons.

6.3 Marking . Each Disclosing Party shall use reasonable efforts to ensure that Confidential Information shall be identified as such by such Disclosing Party in writing at the time of disclosure. In the event such disclosure is made orally, visually, or physically, the Disclosing Party shall confirm to the Receiving Party in writing within thirty (30) days of such oral disclosure that the disclosed information is Confidential Information. Notwithstanding the foregoing, any information which by its nature is confidential and would be judged so under a reasonable standard or is disclosed or provided under circumstances reasonably indicating it is confidential or proprietary shall be considered Confidential Information regardless of whether the disclosing Party has marked the information “Confidential” or otherwise provided a written notice confirming the confidentiality of the information. Each Party agrees that should either Party breach or threaten to breach any provision of this Article 6, the other Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the breaching Party of this Article 6, the other Party shall be entitled to seek injunctive relief in addition to any other remedy it may have, without need to post any bond or security.

6.4 Exceptions . The obligation to keep information confidential shall not apply to: (a) information that is shown to have been in the possession of the receiving Party before being disclosed by the disclosing Party, (b) information which is now, or later becomes, generally available to the public through no fault of the Receiving Party, (c) information that is independently developed by a Party without reference to the Confidential Information of the other Party, (d) information which is received from a third Party who is not under an obligation of confidentiality or (e) has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the use of or derivation from Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.

6.5 Permitted Disclosures . Receiving Party may disclose Disclosing Party’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:

(a) in order to comply with applicable law (including any securities law or regulation or the rules of a securities exchange) or with a legal or administrative proceeding;

(b) in order for it to reasonably fulfill its obligations herein and in the ordinary course of its business to its outside legal counsel, accountants and auditors under obligations of confidentiality substantially similar in scope to the confidentiality obligations herein;

(c) in connection with prosecuting or defending litigation, marketing approvals and other regulatory filings and communications, and prosecuting and enforcing Patent Rights and other intellectual property rights in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and

(d) in connection with exercising its rights hereunder; potential and future collaborators; potential and permitted acquirers or permitted assignees; and current or future potential investment bankers, investors and lenders;

provided, that (i) with respect to Sections 6.5(a) and 6.5(c), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (ii) with respect to Section 6.5(d), each of those named people and entities are required to comply with the restrictions on use and disclosure in Section 6.2 (other than investment bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable obligations of confidentiality).

6.6 Confidentiality Term . The obligations of Confidentiality shall remain until the date upon which one of the exceptions in Section 6.4 applies to such Confidential Information.

ARTICLE 7. PUBLICATIONS; PUBLICITY

7.1 Publication . The Steering Committee shall make determinations with respect to the publication of the Research Programs. To protect against inadvertent disclosure of Confidential Information and to allow the consideration of appropriate patent applications or other protections to be filed, each Party shall provide the other with the opportunity to review any proposed publication or other type of disclosure presenting the results of the Research Programs at least thirty (30) days before it is submitted for publication or otherwise planned to be disclosed. If any patent filing is required to be made, the Parties agree to delay the disclosure until such patent filing is concluded.

7.2 Publicity . The Parties agree that the terms of this Agreement will be treated as Confidential Information of both Parties, and thus may be disclosed only as permitted by Section 6.5. Except as required by law or as otherwise permitted by Section 7.1, each Party agrees not to issue any press release or public statement disclosing information relating to this Agreement or the Research Programs without (i) to the extent practicable, first consulting and taking into account the reasonable requirements of the other Party, and (ii) the prior written consent of the other Party.

7.3 Listing Compliance . The provisions of this Article 7 are subject to and do not derogate from Benitec’s obligations to disclose information in accordance with prevailing stock exchange listing rules, as determined by Benitec’s board in good faith.

ARTICLE 8. TERM; TERMINATION

8.1 Term and Termination . This Agreement shall, unless earlier terminated by the Parties, be in effect until completion or discontinuance of the Research Programs (“Term”) and shall then expire automatically unless extended by mutual written agreement of the Parties. Either Party may terminate this Agreement prior to its expiration of its Term upon (i) written notice to the other party if the other Party breaches any of the terms or conditions of this Agreement and fails to cure such breach within sixty (60) days after receiving written notice thereof or (ii) six (6) months’ prior written notice to the other Party at any time after the later of (x) Program Costs have equalled or exceeded the Nant Tranche 2 Investment Amount and (y) the one (1) year anniversary of the Effective Date.

8.2 Surviving Provisions . The expiry of the Term or termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior thereto. The provisions of Article 1 (Certain Acknowledgments), Section 2.4 (Results), Article 5 (Patent Rights; Prosecution), Article 6 (Confidentiality), Section 7.1 (Publicity), Article 9 (Indemnification and Insurance), Article 10 (Additional Provisions) and this Article 8 (Term; Termination) shall survive the expiry of the Term or such termination.

ARTICLE 9. INDEMNIFICATION AND INSURANCE

9.1 Indemnification . (a) Benitec shall hold Nant and its officers, employees, and agents (the “Nant Indemnitees”) harmless from and against any and all liability, loss, expense (including reasonable attorney’s fees) (collectively “Losses”) to which any Nant Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party but only to the extent such

Losses are caused by or result from (i) the negligent acts or omissions or willful misconduct of Benitec, its officers, employees or agents in connection with its or their activities under this Agreement or (ii) the breach by Benitec of any warranty, representation, covenant or agreement made by Benitec in this Agreement; except, in each case, to the extent such Losses are subject to indemnification by Nant pursuant to Section 9.1(b).

(b) Nant shall hold Benitec and its officers, employees, and agents (the “Benitec Indemnitees”) harmless from and against any and all Losses to which any Benitec Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party but only to the extent such Losses are caused by or result from (i) the negligent acts or omissions or willful misconduct of Nant, its officers, employees or agents in connection with its or their activities under this Agreement or (ii) the breach by Nant of any warranty, representation, covenant or agreement made by Nant in this Agreement; except, in each case, to the extent such Losses are subject to indemnification by Benitec pursuant to Section 9.1(a).

9.2 Indemnification Procedure . Either Party’s right to claim under Section 9.1, as applicable, (such claiming Party the “Indemnified Party”) shall be conditioned upon (a) the Indemnified Party promptly notifying the other Party (the “Indemnifying Party”) in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnifying Party except to the extent the Indemnifying Party is actually materially prejudiced thereby) and (b) the Indemnified Party granting the Indemnifying Party sole management and control, at the Indemnifying Party sole expense, the defense of the claim and its settlement (provided, however, that the Indemnifying Party shall not settle any such claim without the prior written consent of Indemnified Party if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnified Party), would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnified Party, and (c) the Indemnified Party reasonably cooperating with the Indemnifying Party (at the Indemnifying Party’s expense). The Indemnified Party may, at its option and expense, be represented in any such action or proceeding by counsel of its own choosing. Insurance. Each Party represents and warrants that it shall maintain insurance in amounts sufficient to cover its indemnification obligations in Section 9.1.

9.3 LIMITATION OF DAMAGES . IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, OR LOST SAVINGS) HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN

THIS SECTION 9.3 SHALL NOT APPLY WITH RESPECT TO ANY BREACH OF ARTICLE 6 OR THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY. NOTHING IN THIS SECTION 9.3 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER SECTION 9.1.

ARTICLE 10. ADDITIONAL PROVISIONS

10.1 Mutual Representations . Each Party hereby represents, warrants and covenants to the other Party the following: (a) it is a company duly organized and validly existing and in good standing under the laws of the state of its incorporation, and is in good standing in each other state where a failure to be in good standing would have a material adverse effect on the operations of such party, (b) it has all necessary right, power and authority to enter into this Agreement and perform its obligations hereunder, and, in so doing, will not violate any other agreement to which it is a party and (c) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and this Agreement is legally binding upon it, enforceable in accordance with its terms. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.2 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the state of New South Wales, Australia applicable to agreements made and to be performed wholly within that State, without regard to conflicts of laws of principles.

10.3 No Assignment . This Agreement shall not be assignable by either Party without the prior written consent of the other Party, except that (a) Nant may assign this Agreement to an affiliate of Nant and (b) either Party may assign this Agreement to a successor entity or in connection with the sale of all or substantially all of the assets to which this agreement relates.

10.4 Waiver . A waiver by either party of a breach or violation of this Agreement must be in writing. No delay or omission on the part of either party to enforce or exercise any right under this Agreement shall operate as a waiver of that right or any other right hereunder, or the ability to later assert that right relative to the particular situation involved or to terminate this Agreement rising out of any subsequent default or breach. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement.

10.5 Independent Contractors . Nothing herein shall be deemed to establish a relationship of principal and agent between Benitec and Nant, nor any of their agents or employees for any purpose whatsoever. This Agreement shall not be construed as constituting Benitec and Nant as partners, or as creating any other form of legal association or arrangement which would impose liability upon one party for the act or failure to act of the other party. Neither party shall have any authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other parties, except as may be explicitly provided for herein or authorized in writing.

10.6 Notices . Notices under this Agreement shall be in writing and sent by public courier and addressed as follows:

If to Benitec:

Attn: Greg West, CEO

Suite 1201, 99 Mount Street

North Sydney, NSW 2060

Australia

If to Nant:

Attn: General Counsel

Nant Capital, LLC.

9922 Jefferson Blvd

Culver City, CA 90232

USA

Said notice shall be deemed to be given as of the date of mailing.

10.7 Entire Agreement . This Agreement embodies the entire understanding between the parties and supersedes all prior understandings and agreements, whether written or oral, relating to the subject matter hereof. The Parties acknowledge that the Subscription Agreement and Sublicense continue as separate agreements, subject to the acknowledgements herein. This Agreement may not be varied except by a written document signed by duly authorized representatives of both Parties.

10.8 Severability . Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction.

10.9 Headings . The headings and captions used in this Agreement are for convenience of reference only and shall not affect its construction or interpretation.

10.10 Third Party Beneficiaries . Exept for the rights granted to Nant affiliates under Section 2.4, nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties hereto or their permitted assigns, any benefits, rights or remedies.

10.11 Force Majeure . Neither party shall be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such party’s control, including, without limitation, labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences. In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party pursuant to Section 10.5. It shall further use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event.

10.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement is binding on the parties on the exchange of counterparts. A copy of a counterpart sent by facsimile machine or other electronic means must be treated as an original counterpart, is sufficient evidence of the execution of the original and may be produced in evidence for all purposes in place of the original.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereby execute this Agreement as of the Effective Date.


NANT CAPITAL, LLC		BENITEC BIOPHARMA LIMITED

By:	/s/ Charles Kim	By:	/s/ Greg West
Name:	Charles Kim	Name:	Greg West
		Title:	Chief Executive Officer

Agreed and acknowledged with respect to Section 1.1 of this Agreement: NANTWORKS, LLC
By:	/s/ Christian Zapf
Name:	Christian Zapf
Title:	VP and Counsel, Corporate Development

Exhibit A

CLINICAL RESEARCH PLAN


Project Title		Phase II Study of a Combination of BB-401 and Erbitux for Treatment of Head and Neck Squamous Cell Carcinoma

Objective		Background: BB-401 is a DNA construct that produces an antisense RNA, with sequence specificity directed at the Epidermal Growth Factor Receptor (EGFR). EGFR is the cell-surface receptor for members of the epidermal growth factor family (EGF family) of extracellular protein ligands and is a clinically validated molecular target for the development of Head and Neck Squamous Cell Carcinoma (HNSCC). EGFR is overexpressed in up to 90% of all HNSCC. Distributed under the trade name Erbitux, cetuximab, is a chimeric (mouse/human) monoclonal antibody given by intravenous infusion and has specificity against EFGR. Primary Objective: The goal of this research program is to advance the treatment of HNSCC by advancing a DNA construct that produces an antisense RNA targeting EGFR (EGFR-AS). A group at the University of Pittsburgh previously has conducted clinical trials to evaluate the feasibility and safety of EGFR-AS when dosed alone or in combination with cetuximab, Intensity modulated Radiation Therapy (IMRT) in patients with locally advanced HNSCC. Although the clinical development plan has not been firmly established, it has been suggested that the initial trial may involve the recruitment of elderly, unfit patients with limited treatment options for their HNSCC disease. Activities: 1) Benitec will get in contact with researchers associated from the previous clinical study, including Jennifer Grandis, now at the University of California, San Francisco. In addition, Benitec will establish ties with the University of Pittsburgh and University of Texas Health Science Center at San Antonio (UTHSCSA) to directly obtain the required clinical and regulatory information as well as obtaining existing clinical materials such as the DNA construct and master banks of those materials required to advance this program into the clinic. Nantworks, in a timely manner and to the best of its ability, will assist Benitec with obtaining access to all materials from University of Pittsburgh and UTHSCSA. 2) Benitec will assemble a clinical advisory team comprised of clinicians, regulatory as well as CMC consultants to work on developing a clinical strategy as well as a clinical protocol. 3) Concurrently, with item #2, Benitec will establish the plan for CMC manufacture of the plasmid, the active API. 4) The sites for performing the clinical studies will also be established concurrently. 5) In mid- 2017 Benitec anticipates in meeting with the FDA and other country specific regulatory agencies (if the trial is being performed at ex-US sites). Other activities such as engagement of a CRO to facilitate trial activities and contracting the clinical sites will be ongoing at this time. 6) Following confirmation of the clinical protocol, Benitec will instruct its GMO to manufacture and characterize the API.
Commencement Date		• Activities for planning the clinical trial are to be initiated Jan 2017 • Initiation of the human clinical study is anticipated in Q4 2017


Anticipated Dates		• Q2 2017: Preparatory meeting with FDA • Q3/Q4 2017: File IND • Q4 2017: Initiate Phase II study • Q1 2019: Complete Phase II study

Completion Date		The Phase II clinical study is anticipated to be completed early 2019

Cash Contributions		Costs are estimated to be US$5-6m for completion of a Phase II study. More accurate costs will be provided once a more accurate clinical development plan can be determined and once discussions have been held with the FDA.

In-kind contributions		When requested, Nantworks to provide guidance on clinical development plan and access to GPS Cancer technology

Background Intellectual Property		IP from the University of Pittsburgh

Project Manager and Steering Committee		The structure of the steering committee, including members and frequency of meeting, will be determined later. The Project Manager will be from Benitec.

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We have issued our report dated October 28, 2016 with respect to the consolidated financial statements of Benitec Biopharma Limited included in the Form 20 - F for the year ended June 30, 2016, which is incorporated by reference in this Registration Statement.

We consent to the incorporation by reference of the aforementioned report in this Registration Statement and to the use of our name as it appears under the caption “Experts”.

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GRANT THORNTON AUDIT PTY LTD

Chartered Accountants

Sydney NSW Australia

1 June 2017