PRIMA BIOMED LIMITED [ABN 90 009 237 889]

REPLACEMENT PROSPECTUS

A pro-rata offer to holders of ordinary shares

as at 29 January 2008 ("the Record Date") of one Option for every three ordinary shares held, at an issue price of 0.2 cents ($0.002) each to raise approximately $199,386 before costs of the pro-rata offer

and

A placement offer of 40 million Options at an issue price of 0.2 cents ($0.002) each to raise $80,000 before costs of the placement offer

Options exercisable at 2.0 cents ($0.02), expiring on 31 December 2011

The pro-rata offer and placement offer are both fully underwritten by RM Capital Pty Ltd [ABN 74 065 412 820], Australian financial services licence number 221938.

The placement offer will be made to placees identified by the Underwriter.

This document is important and should be read in its entirety

If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay.

This Replacement Prospectus ("this Prospectus") is dated 11 February 2008 and was lodged with the Australian Securities & Investments Commission ("ASIC") on that date. It replaces the prospectus lodged with the ASIC on 18 January 2008.

Neither the ASIC nor ASX Limited ("ASX") nor their respective officers take any responsibility as to the contents of this Prospectus.

CORPORATE DIRECTORY

PRIMA BIOMED LIMITED

ABN 90 009 237 889

Directors

Mr Ata Gokyildirim - Non-Executive Chairman Dr Richard Hammel - Non-Executive Director Mr Martin Rogers - Non-Executive Director Secretaries Mr Robert Kleine Mr Phillip Hains

Registered Office

Suite 1, 1233 High Street Armadale Victoria 3143 Telephone (03) 9824 5254 Facsimile (03) 9822 7735

Principal Place of Business

Suite 1705, 109 Pitt Street Sydney NSW 2000 Telephone (02) 9232 4420 Facsimile (02) 9232 4450

Share Registry and Address for Return of Acceptances

Security Transfer Registrars Pty Ltd Alexandrea House Address for correspondence: Suite 1, 770 Canning Highway PO Box 535 Applecross WA 6153 Applecross WA 6953 Telephone (08) 9315 2333 Facsimile (08) 9315 2233

Details of the Company’s Share Registry are included for information only.

PROPOSED TIMETABLE

Record Date (for identifying Shareholders entitled to participate in the pro-rata offer)	Tuesday 29 January 2008 (5pm Perth WA time)
Dispatch of Prospectus to Shareholders	15 February 2008
Closing date of pro-rata offer	29 February 2008
Pro-rata offer Options quoted on a deferred settlement basis	5 March 2008
Notification of under subscriptions for the pro-rata offer	5 March 2008
Dispatch Date	11 March 2008

The above dates are indicative only and may change without notice subject to receipt of approval from ASX. The Company reserves the right, in consultation with the Underwriter, to extend the closing date of the pro-rata offer without notice.

No securities will be issued on the basis of this Prospectus after 17 February 2009, being the expiry date of this Prospectus.

1.	The Offers............................................................................................................................................. 3
2.	Purpose of the Offers ............................................................................................................................ 4
3.	Underwriting ......................................................................................................................................... 4
4.	Continuous Disclosure Obligations ........................................................................................................ 5
5.	Effect of the Offer on Prima ................................................................................................................... 5
6.	Effect on the Capital Structure of Prima ................................................................................................. 5
7.	Rights Attaching to the Options ............................................................................................................. 6
8.	Acceptance Instructions ........................................................................................................................ 7
9.	ASX Announcements ............................................................................................................................ 8
10.	Current Directors ............................................................................................................................... 9
11.	Directors’ Interests............................................................................................................................. 9
12.	Costs of the Issue .............................................................................................................................10
13.	Underwriter's Consent and Interests .................................................................................................10
14.	Taxation ...........................................................................................................................................10
15.	Privacy .............................................................................................................................................11
16.	Electronic Prospectus .......................................................................................................................11
17.	Replacement Prospectus ..................................................................................................................11

1. The Offers

Prima Biomed Limited (“the Company” or “Prima”) has issued this Prospectus in connection with the pro-rata offer and placement offer described below.

Each of the offers is an offer of options at 0.2 cents ($0.002). Each option will have an exercise price of 2 cents ($0.02) and an expiry date of 31 December 2011 (an "Option"). The Options entitle the holder, upon exercise, to one fully paid ordinary share in the capital of Prima (a "Share"). The full terms of the Options are set out in Section 7.

The Company has reduced the issue price of the Options from the previously announced price of 0.5 cents to 0.2 cents. The exercise price of the Options has also been reduced from the previously announced price of 2.5 cents to 2 cents. The terms of the offers and the Options are otherwise the same, other than that dates (including the date for dispatch of this Prospectus to Shareholders and the Closing Date for the pro rata offer of Options) have changed in the Proposed Timetable on page 2 of this Prospectus.

The Company will, within seven days of the date of this Prospectus, apply to ASX for admission of the Options to official quotation. Official quotation will be conditional upon there being a sufficient number of holders of the Options upon completion of the pro-rata offer and placement offers to satisfy the requirements of ASX for the creation of a secondary class of listed security.

1.1 Pro-Rata Offer

Under the pro-rata offer existing Shareholders may apply for and be granted one (1) Option for every three (3) Shares held as at the Record Date (“the pro-rata offer”). Fractional entitlements will be rounded down. Subject to the effect of rounding down, and assuming no existing options are exercised before the Record Date, a total of 99,693,305 Options will be issued under the pro-rata offer, raising $199,386 before costs of the offer.

The pro-rata offer can only be accepted by returning a completed Entitlement and Acceptance Application Form together with a cheque or money order for the application monies. Personalised Entitlement and Acceptance Application Forms will be sent to eligible Shareholders with a copy of this Prospectus. Cheques should be made payable to "Prima BioMed Limited".

The pro-rata offer is not renounceable. This means the rights of Shareholders to subscribe for Options pursuant to the pro-rata offer cannot be transferred to another person.

The pro-rata offer is fully underwritten by RM Capital Pty Ltd (“the Underwriter”).

The closing date for the return of acceptances and application monies under the pro-rata offer is 29 February 2008.

1.2 Placement Offer

Prima will also offer 40 million Options to specific invitees (“the placement offer”). The placement offer will raise $80,000 before costs of the offer.

The placement offer will be undertaken at the same time as the pro-rata offer.

The placement offer can only be accepted by returning a completed Invitation and Application Form, together with a cheque or money order for the application monies. Invitation and Application Forms will be sent to invitees with a copy of this Prospectus. Cheques should be made payable to "Prima BioMed Limited".

The Options offered to placees will have the same exercise price, and expiry date, and will be offered at the same issue price as the Options offered to Shareholders under the pro-rata offer. The Company may accept applications under the placement offer before, at the same time as, or after the closing date of the pro-rata offer. It is intended placees will be asked to return their acceptances by 29 February 2008, however the Company in consultation with the Underwriter may vary this date without further notice.

The placement offer is fully underwritten by the Underwriter, RM Capital Pty Ltd.

It is not necessary to seek Shareholder approval for the placement offer. Recipients of placement invitations will not necessarily be Shareholders. The placement offer is not available to persons other than invitees who receive an Invitation and Application Form together with a copy of this Prospectus. This Prospectus does not constitute an offer to Shareholders of Prima or any other person to participate in the placement offer unless an Invitation and Application Form is also received .

2. Purpose of the Offers

The funds raised by the pro-rata offer and the placement offer will be applied, with existing funds and after payment of the costs of the offers, to advance the following:

Concluding the proposed divestment transaction of Oncomab Pty Ltd, which is a cancer antibodies program;
Concluding one or more other potential divestment transactions of the Company at a later date;
Appointment of a regulatory consultant to conduct detailed Gap Analysis for CVac[TM] to assess regulatory compliance, manufacturing and toxicology gaps for a possible application with the US Food and Drug Administration (US FDA) to conduct Phase IIb/III clinical trials; and
Upon completion of the Gap Analysis, seeking to progress preparation of a US clinical development plan including consultation with the US FDA to seek to secure clinical trial approval. It is anticipated that obtaining USA regulatory endorsement of the CVac[TM] development program would increase the attractiveness of the CancerVac asset for partnering, out-licensing and/or divestment/acquisition.

The reduction in the amount to be raised under this Prospectus as a result of reducing the issue price of the Options is not anticipated by the Company to adversely affect its ability it to pursue the above objectives as it also has existing funds available to it.

3. Underwriting

Both the pro-rata offer and the placement offer under this Prospectus are fully underwritten by RM Capital Pty Ltd. RM Capital Pty Ltd will receive a management fee of $2,794 (ie 1% of the underwritten amount), and will also receive a lodgement fee of $13,969 (ie 5% of the underwritten amount), which may be passed on in whole or in part to other AFS licence holders. The Underwriter is also entitled to reimbursement of its out of pocket costs and expenses. All amounts are plus GST where applicable. The underwriting agreement includes an indemnity of the Underwriter, and permits the Underwriter to terminate the agreement and be relived from any obligations to the Company in a range of situations commonly applicable in underwriting agreements including where this Prospectus is defective, a supplementary or replacement prospectus is required to be lodged, ASX does not grant listing approval for the Options, an adverse event occurs in respect of the Company including insolvency, the Company reorganises its capital or changes its constitution without the underwriter's consent, an officer is charged with an indictable offence, there an outbreak or escalation of hostilities or economic or political disruption including disruption to securities trading affecting

Australia or certain other countries, the Company breaches the underwriting agreement or a force majeure event exists for 2 or more weeks.

The Underwriter has confirmed to the Company that it will not terminate the underwriting agreement on the basis of the ASX All Ordinaries Index or the Dow Jones Industrial Average Index having been 10% or more below their respective trading levels as at the close of trade on 13 November 2007 for three consecutive days prior to 11 February 2008, being the date of lodgement of this supplementary prospectus with ASIC, or if the trading levels of those indices is subsequently below those levels.

4. Continuous Disclosure Obligations

This Prospectus is issued by the Company in accordance with the provisions of the Corporations Act applicable to a prospectus for continuously quoted securities.

Section 713 of the Corporations Act enables a company to issue special prospectus where the securities or options offered to acquire securities under that prospectus are continuously quoted securities within the meaning of the Corporations Act. This generally means that the relevant securities are in a class of securities that were quoted enhanced disclosure securities at all times during the 12 months before the date of the prospectus and, as such, the issuing company was subject to the continuous disclosure regime provided for under the Corporations Act and the Listing Rules of ASX.

In summary, special prospectuses are required to contain information in relation to the effect of the offer of securities on the company, and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

As a disclosing entity under the Corporations Act, Prima is subject to regular reporting and disclosure obligations. Copies of documents lodged with the ASIC in relation to Prima may be obtained from, or inspected at, an office of the ASIC.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the application period of this Prospectus:

(i) the financial statements of the Company for the financial year ended 30 June 2007, being the most recent annual financial report of the Company lodged with the ASIC before the lodgement of this Prospectus with ASIC; and
(ii) any continuous disclosure notices given by the Company since the lodgement of the annual financial report referred to in (i) above and before lodgement of this Prospectus. Continuous disclosure notices given by the Company since the lodgement of the annual financial report to the date of this Prospectus are listed in Section 9 of this Prospectus.

5. Effect of the Offer on Prima

The effect of the pro-rata offer and the placement offer on Prima will be to:

increase the funds available to be applied towards the activities described in section 2 (above); and
alter the capital structure of Prima as described in section 6 (below).

6. Effect on the Capital Structure of Prima

At the date of this Prospectus, the Company has 299,079,913 ordinary fully paid Shares on issue.

If all Options offered under this Prospectus are exercised, the total number of Shares on issue would increase to 438,773,218, and approximately $2.79 million would be received. There is no certainty that any of the Options will be exercised at any particular time or at all.

The table below sets out the existing issued and un-exercised options of the Company, and the Options offered under this Prospectus.

Number of options	Expiry date	Exercise price	ASX code
*Existing issued options:*
5,000,000	30 September 2008	$0.12	PRRAA
5,250,000	26February2009	$0.20	PRRAY
1,000,000	26 February2009	$0.30	PRRAC
2,000,000	31 December 2009	$1.25	PRRAE
300,000	6August2010	$0.20	PRRAK
2,000,000	20 October 2010	$0.01	PRRAD
15,550,000	*Total existing issued options*
*Options offered under this Prospectus:* Pro-rata offer Options: 99,693,305 31 December 2011 $0.02 Placement offer Options: 40,000,000 31 December 2011 $0.02 139,693,305 *Total Options* *offered under this Prospectus* 155,243,305 Total options(existing and offered)
*Options offered under this Prospectus:*
_Pro-rata offer Options: _
99,693,305	31 December 2011	$0.02
_Placement offer Options: _
40,000,000	31 December 2011	$0.02
139,693,305	*Total Options* *offered under this Prospectus*

155,243,305	Total options(existing and offered)

The above table assumes no existing options are exercised and does not allow for rounding fractional entitlements under the pro-rata offer.

RM Capital Pty Ltd, as the Underwriter, will acquire Options if there is a shortfall under either or both of the pro-rata offer and the placement offer, unless it arranges for sub-underwriters to acquire the Options. If no acceptances were to be received from Shareholders under the pro-rata offer, and no acceptances were to be received under the placement offer, 139,693,305 Options would be issued to the Underwriter, assuming no Options are issued to sub-underwriters. If the Underwriter exercised all those Options, it would receive 139,693,305 Shares. On the basis of the current number of issued Shares together with the Shares that would be issued on exercise of the Options, the Underwriter would, as a result, hold a relevant interest in 31.84% of the issued voting Shares of the Company.

7. Rights Attaching to the Options

Rights attaching to the Options are as follows:

(a) Each Option entitles the holder to 1 ordinary fully paid Share in the capital of the Company.
(b) The Options are exercisable at any time prior to 5:00 pm Perth, WA, time on 31 December 2011 ("the Expiry Date") by completing the Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company. Any Option that has not been exercised prior to the Expiry Date automatically lapses.
(c) The exercise price of the Options is 2 cents ($0.02) per Option payable in full on exercise.
(d) Subject to the Corporations Act, the ASX Listing Rules, and the Constitution of the Company, Options are freely transferable. All paid Shares issued upon exercise of Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued ordinary fully paid Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of Options, subject to any restriction obligations imposed by ASX.
(e) The Options will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Options.
(f) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. The Company will ensure that Option holders will be allowed at least 7 business days
7 -

notice to allow for the conversion of Options prior to the record date in relation to any offers of securities made to Shareholders.

(g) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction

Shares issued upon the exercise of Options will fully paid ordinary Shares and will have the same voting and other rights as the existing Shares of the Company, which rights are set out in the Company's constitution, the Listing Rules of ASX and the Corporations Act. The Company's constitution has been lodged with ASIC. The Constitution contains provisions common for public companies in Australia and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Any person my request, and the Company will provide free of charge, a copy of the Constitution during the application period of the Prospectus.

8. Acceptance Instructions

No account has been taken of the particular objectives, financial situation or needs of recipients of this Prospectus. Because of this, recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept either offer, or to acquire Options or other securities of the Company.

8.1 Pro-rata Offer

All acceptances by Shareholders of the pro-rata offer must be made on the personalised Entitlement and Acceptance Application Form which accompanies this Prospectus. Instructions for completing and returning the Entitlement and Acceptance Application Form are set out on the form.

The completed Entitlement and Acceptance Application Form together with a cheque or money order for the application amount must be returned to:

Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953

to be received by no later than 5:00pm (Perth, WA time) 29 February 2008, or such later date as the Company may specify. The Company and the Underwriter accept no responsibility for delayed or misdelivered Entitlement and Acceptance Application Forms.

Nominees holding Shares on behalf of more than one entity should contact the Company to make arrangements for accepting the pro-rata offer.

8.2 Placement Offer

All acceptances by persons to whom placement offer invitations are made the personalised Invitation and Application Form which accompanies this Prospectus. Instructions for completing and returning the Invitation and Application Form are set out on the form.

The completed Invitation and Application Form together with a cheque or money order for the application amount must be returned to:

Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953

to be received by the date and time specified in the invitation, or such later date as the Company in consultation with the Underwriter may agree. The Company and the Underwriter accept no responsibility for delayed or misdelivered Invitation and Application Form.

Unless specified by the Company as a firm allocation, the Company in consultation with the Underwriter may reject any application under the placement offer or to allocate to an applicant under the placement

offer a lesser number of Options than those applied for. If an allocation is not accepted, or is accepted in part only, the relevant part of the application monies will be refunded to the applicant without interest.

8.3 Payment of application monies

Entitlement and Acceptance Application Forms, and Invitation and Application Forms must be accompanied by a cheque or money order for the amount payable for the Options applied for. The amount payable is calculated by multiplying the number of Options applied for by 0.2 cents ($0.002).

Cheques should be made payable to "Prima BioMed Limited" and crossed "Not Negotiable". Cheques must be payable in Australian dollars, drawn on bank within Australia.

8.4 Allotment and Issue of Options

The allotment of Options to applicants will occur as soon as practicable after the applicable offer has been declared closed. Thereafter, statements of shareholding will be despatched. It is the responsibility of applicants to determine their allocation prior to trading in Options. Applicants trading Options before they receive their statements of shareholding will do so at their own risk. The Company may, in consultation with the Underwriter, reject an application where payment of the application monies is not received or a cheque is not honoured, or accept the application and recover outstanding application monies from the applicant.

Subject to the requirements of the Corporations Act and the Listing Rules, the Company also reserves the right, in consultation with the Underwriter, to place Options up to the maximum number referred to in this Prospectus after the applicable closing date.

8.5 Overseas Shareholders

Applicants resident in countries outside Australia with the exception of New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether formalities need to be observed to enable them to acquire Options. Accordingly this Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of a duly completed application form or payment will be taken by the Company to constitute a representation that there has been no breach of such requirements. Shareholders who are nominees should seek independent advice as to how they should proceed.

9. ASX Announcements

The following announcements (continuous disclosure notices) have been made by the Company to ASX since 27 September 2007 being the date of lodgement of the 2007 Annual Report incorporating the Company’s Annual Financial Statements for the year ended 30 June 2007.

Date	Headline
06/02/2008	Options Prospectus - Change of Issue and Exercise Prices
31/01/2008	Appendix 4C - Quarterly Report
18/01/2008	Letter to Option Holders re Pro-rata Offer of Options
18/01/2008	Timetable - Non Renounceable Rights Issue of Options
18/01/2008	Options Prospectus and Appendix 3B
17/01/2008	Issue US Patent to Oncomab
21/12/2007	Initial Director`s Interest Notice
21/12/2007	Final Director`s Interest Notice
20/12/2007	Board and Principal Place of Business Changes
13/12/2007	Change of Director`s Interest Notice
12/12/2007	Becoming a substantial holder
12/12/2007	Appendix 3B
12/12/2007	Notice under section 708A

Date	Headline
11/12/2007	Section 708A Notice and Appendix 3B
07/12/2007	Pro-Rata Offer of Options - Record Date update
22/11/2007	Appendix 3B
22/11/2007	Rights Issue Closed
13/11/2007	Ceasing to be a substantial holder
13/11/2007	Underwriting Agreement for Pro-Rata Offer of Options
31/10/2007	Appendix 4C - quarterly
30/10/2007	Rights Issue - Application Form and Offer Document
26/10/2007	Notice of Annual General Meeting/Proxy Form
22/10/2007	Non-Renounceable Rights Issue and 3B
16/10/2007	Appointment of a Director and Appendix 3X
11/10/2007	Proposed Underwritten Pro-rata Offer of Shares
11/10/2007	Trading Halt
29/09/2007	Annual Report to Shareholders

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website, www.asx.com.au, and will be also made available on the Company's web site, www.primabiomed.com.au. Copies of announcements can also be obtained from the Company upon request.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any such information not so contained may not be relied on as having been authorised by Prima in connection with this Prospectus.

10. Current Directors

The Directors of the Company at the date of this Prospectus are:

Mr Ata Gokyildirim
Dr Richard Hammel
Mr Martin Rogers

11. Directors’ Interests

11.1 Securities

As at the date of this Prospectus, the Directors' direct and indirect interests in Shares and options of Prima are as follows:

	*Director* Mr Ata Gokyildirim Dr Richard Hammel Mr Martin Rogers	*Shares* *Options* None None None 500,000 None None

Directors with direct or indirect interests in Shares are able to participate in the pro-rata offer. If the Directors each participate to the maximum extent permissible then their respective interests in Prima will change accordingly.

10 -

Except as disclosed in the Prospectus, no Director or proposed Director has, or has had within two years of lodgement of this Prospectus, any interest in:

(a) the formation or promotion of the Company; or
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue; or
(c) the offers.

11.2 Remuneration

Directors are entitled to receive directors’ fees and other remuneration (which may include consulting fees) from the Company in relation to services provided to the Company. Details of the remuneration paid to Directors to 30 June 2007 are set out in the financial statements of the Company for the financial year ended 30 June 2007 referred to in Section 4 of this Prospectus. The totals received by or payable to current Directors as fees and executive service remuneration in the past two years (February 2006 to February 2008) are:

	*Director* Mr Ata Gokyildirim Dr Richard Hammel Mr Martin Rogers	*Directors* *fees* $ *Other* *remuneration* $ 9,078 Nil 93,623 92,657 17,735 Nil

Except as disclosed in this Prospectus, no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the offers.

12. Costs of the Issue

The estimated costs of the pro-rata offer and placement offer are:

Commissions and management fees Legal, printing, postage and dispatch costs, andlistingfees	$ 16,765 28,145
Total	44,910

13. Underwriter's Consent and Interests

The Underwriter has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in this Prospectus as the Underwriter. The Underwriter has had no involvement in any part of the preparation of this Prospectus other than consenting to the recording its name in the context in which it appears.

In addition to the payments it will receive as Underwriter of the pro-rata offer and the placement offer, set out in section 3, in the two years prior to the date of this Prospectus RM Capital Pty Ltd has been paid a total of $118,832 by the Company in connection with underwriting a prior pro-rata offer of Shares.

14. Taxation

Recipients of the pro-rata offer or placement offer should seek and obtain their own taxation advice before applying for Options so that they may first satisfy themselves of any taxation implications associated with acquiring Options under the applicable offer and of any subsequent sale, exercise or expiry of Options.

11 -

15. Privacy

Personal information is collected on the application forms by the Company and its Share Registrar for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Applications might not be processed efficiently, or at all, if the information requested is not provided. Personal information about applicants may be disclosed to external service providers such as print or mail service providers as required or permitted by law. An applicant who would like details of their personal information held by the Company or its Share Registrar, or who would like to correct information that is incorrect or out of date, should contact the Share Registrar's Privacy Officer at the address shown in the Corporate Directory, above. In accordance with the Corporations Act, applicants may be sent material (including marketing material) in addition to general corporate communications. Applicants may elect not to receive marketing material by contacting the Share Registrar's Privacy Officer. Applicants can also request access to, or corrections of, personal information held by the Company by writing to the Company.

16. Electronic Prospectus

This Prospectus is available in electronic format via www.primabiomed.com.au. The offers constituted by this Prospectus in electronic form are only available to eligible persons receiving this Prospectus in electronic form within Australia. Persons having received this Prospectus in electronic form may, during the offer period, obtain a paper copy of this Prospectus (free of charge) by telephoning (03) 9824 5254. Applications for Options may only be made on the relevant form which accompanied or was attached to a copy of this Prospectus in its paper copy form. The Corporations Act prohibits any person from passing on to another person an application form unless it is attached to or accompanied by a hard copy of this Prospectus or by the complete and unaltered electronic version of this Prospectus.

17. Replacement Prospectus

This Prospectus replaces the prospectus lodged with ASIC on 18 January 2008, a copy of which was released on ASX as an announcement on the same day. That prospectus was not dispatched to shareholders for the pro rata offer nor issued to placees for the placement offer, and at the date of this replacement prospectus no applications have been received by the Company in respect of either offer. No applications using the example application forms which accompanied the document lodged with ASIC and ASX will be accepted. Only applications using the application forms which are attached to or accompany this replacement prospectus will be accepted. Applicants should have regard to this replacement prospectus, and not to the earlier document it replaces, when deciding whether to apply for options.

Directors’ Responsibility Statement

The Directors of the Company have authorised the lodgement of this Prospectus with the ASIC.

==> picture [95 x 82] intentionally omitted <==

Ata Gokyildirim Non-Executive Chairman

RP.1

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER . PRIMA BIOMED LIMITED

ENTITLEMENT and ACCEPTANCE APPLICATION FORM

ABN 90 009 237 889

REGISTERED OFFICE: SUITE 1 1233 HIGH STREET ARMADALE VIC 3143

[name and address]

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence to : PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: [email protected]

Holder Number: Entitlement No: Shareholding at 5.00pm Entitlement to Options Amount payable on WST on 1:3 acceptance @ 0.2 cents 29 January 2008 ($0.002) per option

A NON-RENOUNCEABLE ISSUE OF APPROXIMATELY 99,693,305 OPTIONS AT A PRICE OF 0.2 CENTS ($0.002) EACH ON THE BASIS OF ONE (1) OPTION FOR EVERY THREE (3) FULLY PAID ORDINARY SHARES HELD.

To the Directors, PRIMA BIOMED LIMITED

(1) I/We the abovenamed being registered on 29 January 2008 (at 5.00pm Australian WST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the undermentioned Options issued in accordance with the terms of the Replacement Prospectus accompanying this form.

TO BE COMPLETED BY SHAREHOLDER Entitlement or part thereof

NO OF OPTIONS @ $0.002 PER AMOUNT ENCLOSED ACCEPTED/APPLIED FOR OPTION $0.002 AUD$

(2) I/We enclose my/our cheque made payable to PRIMA BIOMED LIMITED , for the amount shown being payment at the rate of 0.2 cents ($0.002) per Option applied for.
(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of Options allotted to me/us and (4) I/We agree to be bound by the Constitution of the Company.

(5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(6) My/Our contact details in case of enquiries are: Telephone

Area Code

Facsimile Area Code

==> picture [5 x 5] intentionally omitted <==

Email:

NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable by a bank within Australia should be sent, made payable to PRIMA BIOMED LIMITED crossed Not Negotiable and forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form to arrive:

NO LATER THAN 5.00PM WST ON 29 FEBRUARY 2008

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

DECLARATION

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

By lodging this application form and a cheque for the application money the applicant hereby:

==> picture [5 x 5] intentionally omitted <==

a) applies for the number of Securities specified in the application form or such lesser number as may be allocated by the directors; b) agrees to be bound by the Constitution of the Company;

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

c) authorises the directors to complete or amend this application form where necessary to correct any errors or omissions;

==> picture [5 x 5] intentionally omitted <==

d) authorises the Company to send the applicant a substituted application form (if this application form ceases to be current) to the applicant’s email address set out in this application; and

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

e) declares that the applicant has received a full and unaltered version of the Replacement Prospectus dated 11 February 2008 either in an electronic or paper format.

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS.

Please complete ONLY if your ISSUER SPONSORED address is INCORRECT .

NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER) BLOCK

LETTERS

PLEASE

Your Signature/s ........................................................ .......................................................

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED

THIS ISSUE CLOSES 5.00PM WST ON 29 FEBRUARY 2008

RP.2 PRIMA BIOMED LIMITED

ABN 90 009 237 889 PLACEMENT INVITATION AND APPLICATION FORM

REGISTERED OFFICE: SUITE 1 1233 HIGH STREET ARMADALE VIC 3143

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to : PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: [email protected]

This application relates to a placement offer of Options at a price of 0.2 cents ($0.002) per Option in the replacement prospectus issued by Prima BioMed Limited ("the Company") dated 11 February 2008. The Options have an exercise price of 2 cents and an expiry date of 31 December 2011.

==> picture [478 x 506] intentionally omitted <==

----- Start of picture text -----

Identifying Stamp Only
No of Options offered and applied
for:……………………………………………
Application monies at 0.2 cents ($0.002) per Option:
$ ...............................................................................................
Given Names/Company Name Surname/ACN/ABN
..........................................................................................
Joint applicants or account designation
..........................................................................................
..........................................................................................
Postal Address
City/Town .............................................................................. State Postcode
Email Address .......................................................................
Contact Name ....................................................................... Daytime Contact No .............................................
CHESS HIN .........................................................................
Tax File No/Exemption Category Applicant 2 Applicant 3
Cheque Details Drawer Bank Branch Amount
$
$
DECLARATION
By lodging this Application Form and a cheque for the application money the applicant hereby:
a) applies for the number of Options specified in the Application Form or (unless the applicant was offered a firm
allocation by the Company) such lesser number as may be allocated by the directors;
b) agrees to be bound by the Constitution of the Company;
c) authorises the directors to complete or amend this Application Form where necessary to correct any errors or
omissions;
d) authorises the Company to send the applicant a substituted Application Form (if this Application Form ceases to
be current) to the applicant’s email address set out in this application.
----- End of picture text -----

Cheques must be made payable to “PRIMA BIOMED LIMITED” and be in Australian dollars.

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED

NOTES

Enter the number of Options you wish to apply for. The number of Options offered to you will be stated in the invitation to participate in the placement offer.
Enter the total amount of application monies payable. To calculate this amount, multiply the number of Options you are applying for by the issue price (ie 0.2 cents ($0.002) per Option).
Enter the full name(s) of all legal entities that are to be recorded as the registered holder(s).
Enter the postal address for all communications from the Company.
Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.
If you are CHESS sponsored, enter your Holder Identification Number ( HIN ) in the CHESS HIN box, otherwise leave this box blank and a Shareholder Reference Number ( SRN ) will be allocated to you on issue.
Enter the tax file number(s) of the applicant(s) – this is not mandatory.
Unless otherwise agreed by the Company, payment must be made to “ PRIMA BIOMED LIMITED ” by cheque drawn or payable on a bank within Australia, crossed “ Not Negotiable ” and be in Australian dollars. Receipt of payment will not be acknowledged.
This application form does not need to be signed. Return of this application form with the required application monies will constitute acceptance of that number of Options stated on this application form.
Please note that if an application form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept an application form, and how to construe, amend or complete it, shall be final. An application form will not be treated as having offered to subscribe for more Options than is indicated by the amount of the accompanying cheque.
Please deliver the completed application form (accompanied by your cheque) prior to the closing date, 29 February 2008 (or such other date as the Company may specify in the invitation to participate in the placement of options), which date may change, to the Company’s Share Registry:

Security Transfer Registrars Pty Ltd :

Delivery: Post: 770 Canning Highway PO Box 535 Applecross WA 6153 Applecross WA 6953

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

Please telephone the Company’s Share Registry on (08) 9315 2333 if you have any questions with respect to this application form.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

Participation in the placement is limited to recipients of an invitation to participate from the Company.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Application forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full name and the surname is required for each natural person. Application forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Brown	John Brown Family Trust
Deceased Estates	Mr John David Brown < Est John David Brown A/C>	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/ Unincorporated Bodies	Mr John David Brown	Brown Investment ABC Tennis Association	Club	or
Super Funds	John Brown Pty Ltd	John Brown Superannuation	Fund

AI assistant

IMMUTEP LIMITED — Capital/Financing Update 2008

65122_rns_2008-02-10_5ba06450-5bf7-4078-b85b-f0cf145b473d.pdf

PRIMA BIOMED LIMITED [ABN 90 009 237 889]

REPLACEMENT PROSPECTUS

This document is important and should be read in its entirety

CORPORATE DIRECTORY

PRIMA BIOMED LIMITED

Directors

Registered Office

Principal Place of Business

PROPOSED TIMETABLE

CONTENTS

1. The Offers

1.1 Pro-Rata Offer

1.2 Placement Offer

2. Purpose of the Offers

3. Underwriting

4. Continuous Disclosure Obligations

5.

Effect of the Offer on Prima

6. Effect on the Capital Structure of Prima

7. Rights Attaching to the Options

8. Acceptance Instructions

8.1 Pro-rata Offer

8.2 Placement Offer

8.3

Payment of application monies

8.4 Allotment and Issue of Options

8.5 Overseas Shareholders

9.

ASX Announcements

10. Current Directors

11. Directors’ Interests

11.1 Securities

11.2 Remuneration

12. Costs of the Issue

13. Underwriter's Consent and Interests

14. Taxation

15. Privacy

16. Electronic Prospectus

17. Replacement Prospectus

Directors’ Responsibility Statement

ENTITLEMENT and ACCEPTANCE APPLICATION FORM

SHARE REGISTRY:

A NON-RENOUNCEABLE ISSUE OF APPROXIMATELY 99,693,305 OPTIONS AT A PRICE OF 0.2 CENTS ($0.002) EACH ON THE BASIS OF ONE (1) OPTION FOR EVERY THREE (3) FULLY PAID ORDINARY SHARES HELD.

To the Directors, PRIMA BIOMED LIMITED

NO LATER THAN 5.00PM WST ON 29 FEBRUARY 2008

DECLARATION

THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS.

Please complete ONLY if your ISSUER SPONSORED address is INCORRECT .

RP.2 PRIMA BIOMED LIMITED

ABN 90 009 237 889 PLACEMENT INVITATION AND APPLICATION FORM

NOTES

Security Transfer Registrars Pty Ltd :

CORRECT FORMS OF REGISTRABLE TITLE

More from IMMUTEP LIMITED

IMMUTEP LIMITED Capital/Financing Update 2008