IMUGENE LIMITED — Director's Dealing 2003

Nov 30, 2003

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity	IMUGENE LIMITED
ABN	99 009 179 551

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

l Name of Director	WARWICK LAMB
l Date of last notice	1 May 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant Inferest	Not Applicable
Date of change	27 November 2003
No. of securities held prior to change	6,133,334 Ordinary Shares ۰ 46,667 Options
Class	Fully paid ordinary shares ۰ Options exercisable at 11.25 cents on or before 31 December 2004
Number acquired	2,500,000 Performance Options
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil - Refer Appendix 'A' for Terms and Conditions
No. of securities held after change	6,353,334 Ordinary Shares ٠ 46,667 Options 2,500,000 Performance Options

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buv-back	Issued pursuant to shareholder approval

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should
be disclosed in this part.

Detail of contract	Not Applicable
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to
which interest related prior to
change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

$\div$ See chapter 19 for defined terms.

Appendix 'A'

Terms and conditions of Performance Options

The material terms and conditions of the Performance Options are as follows:

• $(a)$ each option entitles the holder, when exercised, to one (1) Share;
• (b) the options are exercisable from the date of Vesting to 31 December 2006. The options vest as follows:

Tranche I:	31 December 2003
Tranche 2 :	1 July 2004
Tranche 3 :	1 July 2005

$(c)$ the exercise price of the options is as follows:

Tranche 1 : Tranche 2 :	30 cents each; the market weighted average price of the Company's shares as traded on the ASX in the period 1 July 2003 to 30 June 2004
Tranche 3 :	the market weighted average price of the Company's shares as traded on the ASX in the period 1 July 2004 to 30 June 2005.

• $(d)$ the options are exercisable by delivering to the registered office or share register of the Company a notice in writing stating the intention of the option holder to exercise a specified number of options, accompanied by an option certificate, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds. The exercise of only a portion of the options held does not affect the holder's right to exercise the balance of any options remaining;
• $(e)$ all shares issued upon exercise of the options will rank pari passu in all respects with the Company's then issued shares. The options will be unlisted;
• $(f)$ there are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of options to shareholders during the currency of the options. However, the Company will ensure that, for the purpose of determining entitlements to any issue, option holders will be notified of the proposed issue at least seven (7) business days before the record date of any proposed issue. This will give option holders the opportunity to exercise the options prior to the date for determining entitlements to participate in any such share;
• $(g)$ in the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date of the options, all rights of the option holder will be varied in accordance with the ASX Listing Rules:
• $(h)$ in the event the Company makes a pro rata issue of securities, the exercise price of the options will change in accordance with the formula set out in ASX Listing Rules;

^÷ See chapter 19 for defined terms.

• $(i)$ in the event that before a Vesting Date the employee's employment with the Company is terminated either:
• $\ddot{\textbf{a}}$ by the Company as a consequence of a negligent act by the employee involving the Company or is convicted of a criminal offence; or
• $(ii)$ by the employee by giving notice to the Company,

the options that have not vested to the employee shall immediately expire; and

$(i)$ in the event that the employee's employment is terminated due to incapacity or illness, he shall be entitled to exercise at any time prior to the expiry of the options, those options which, at the date of such termination, would have been able to have been exercised and the balance of the options shall immediately expire.

$\div$ See chapter 19 for defined terms.