PERCHERON THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2008

Jul 21, 2008

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22 July 2008

NOTICE OF GENERAL MEETING

The attached Notice of General Meeting incorporating Explanatory Notes and Proxy Form is being dispatched to shareholders today.

Yours sincerely

Mark Diamond Managing Director

LEVEL 1, 10 WALLACE AVENUE TOORAK VIC 3142 AUSTRALIA TEL . +61 (3) 9827 8999 FAX +61 (3) 9827 1166 WEB WWW.ANTISENSE.COM.AU ANTISENSE THERAPEUTICS LIMITED ABN 41 095 060 745

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NOTICE OF GENERAL MEETING

Including Explanatory Notes and Proxy Form

to be held on Tuesday, 26 August 2008

10.00 am (registration commencing 15 minutes earlier)

at Computershare Conference Centre Yarra Falls 452 Johnston Street, Abbotsford, Victoria Australia

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

ANTISENSE THERAPEUTICS LIMITED ACN 095 060 745

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Antisense Therapeutics Limited ACN 095 060 745 (“the Company”) will be held at Computershare Conference Centre, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia on Tuesday, 26 August 2008 at 10.00am, for the purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of General Meeting.

The details of the resolutions contained in the Explanatory Notes accompanying this Notice of General Meeting should be read together with and form part of this Notice of General Meeting.

ORDINARY BUSINESS

PROPOSED RESOLUTIONS

Resolution 1: Approval of the Company’s Employee Option Plan

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, the Employee Option Plan of the Company be approved and for the purpose of and in accordance with Australian Stock Exchange Listing Rule 7.2, Exception 9(b), any issue of securities made under the Employee Option Plan of the Company be approved as an exception to Australian Stock Exchange Listing Rule 7.1.”

Resolution 2: Approval of Prior Issue of Securities

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of Australian Stock Exchange Listing Rule 7.1 and Listing Rule 7.4 and for all other purposes, the Members ratify the prior issue of 37,500,000 ordinary shares and the prior grant of options to acquire 18,750,000 ordinary shares of the Company by the Company in April 2008 pursuant to the terms described and set out in the Explanatory Memorandum to the Notice of Meeting.”

Resolution 3: Approval of Grant of Unlisted Options to Mr Mark Diamond

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of and in accordance with Australian Stock Exchange Listing Rule 10.14, approval be given to issue 3,000,000 unlisted options to Mr Mark Diamond, Managing Director under the Company’s Employee Option Plan on the following terms and conditions and the Terms and Conditions of Options accompanying, and forming part of, this Notice of General Meeting:

• Each option entitles the holder to acquire by way of issue one fully paid ordinary share in the capital of the Company at nil exercise price; and

• Subject to certain exceptions summarised in the Explanatory Memorandum, each option will expire on 31 July 2018 or at an earlier date in the case of a Special Circumstance or termination or cessation of employment or office on the terms summarised in the Explanatory Memorandum. The total number of options will vest as follows:

•	on	the	date of issue	33.3%
•	on	30	July 2009	66.6%
•	on	31	July 2010	100%

Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of General Meeting.

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Resolution 4: Approval of Grant of Unlisted Options to Mr Robert Moses

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of and in accordance with Australian Stock Exchange Listing Rule 10.14, approval be given to issue unlisted options exercisable into fully paid ordinary shares to an aggregate amount of A$15,000 to Mr Robert Moses, a Director of the Company, under the Company’s Employee Option Plan on the following terms and conditions and the Terms and Conditions of Options accompanying, and forming part of, this Notice of General Meeting:

• the number of options to be issued will be calculated based on the volume weighted average price of the Company’s ordinary shares calculated over the five days prior to 30 June 2008;

• Each option entitles the holder to acquire by way of issue one fully paid ordinary share in the capital of the Company at nil exercise price; and

• Each option will expire on 31 July 2018 or at an earlier date in the case of a Special Circumstance or termination or cessation of employment or office on the terms summarised in the Explanatory Memorandum.

Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of General Meeting.

Resolution 5: Approval of Grant of Unlisted Options to Professor George Werther

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of and in accordance with Australian Stock Exchange Listing Rule 10.14, approval be given to issue unlisted options exercisable into fully paid ordinary shares to an aggregate amount of A$15,000 to Prof. George Werther, a Director of the Company, under the Company’s Employee Option Plan on the following terms and conditions and the Terms and Conditions of Options accompanying, and forming part of, this Notice of General Meeting:

• the number of options to be issued will be calculated based on the volume weighted average price of the Company’s ordinary shares calculated over the five days prior to 30 June 2008;

• Each option entitles the holder to acquire by way of issue one fully paid ordinary share in the capital of the Company at nil exercise price; and

• Each option will expire on 31 July 2018 or at an earlier date in the case of a Special Circumstance or termination or cessation of employment or office on the terms summarised in the Explanatory Memorandum.

Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of General Meeting.

Resolution 6: Approval of Grant of Unlisted Options to Dr Chris Belyea

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of and in accordance with Australian Stock Exchange Listing Rule 10.14, approval be given to issue unlisted options exercisable into fully paid ordinary shares to an aggregate amount of A$15,000 to Dr Chris

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Belyea, a Director of the Company, under the Company’s Employee Option Plan on the following terms and conditions and the Terms and Conditions of Options accompanying, and forming part of, this Notice of General Meeting:

• the number of options to be issued will be calculated based on the volume weighted average price of the Company’s ordinary shares calculated over the five days prior to 30 June 2008;

• Each option entitles the holder to acquire by way of issue one fully paid ordinary share in the capital of the Company at nil exercise price; and

• Each option will expire on 31 July 2018 or at an earlier date in the case of a Special Circumstance or termination or cessation of employment or office on the terms summarised in the Explanatory Memorandum.

Further details in respect of Resolution 6 are set out in the Explanatory Notes accompanying this Notice of General Meeting.

Resolution 7: Approval of Grant of Unlisted Options to Professor Graham Mitchell

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of and in accordance with Australian Stock Exchange Listing Rule 10.14, approval be given to issue unlisted options exercisable into fully paid ordinary shares to an aggregate amount of A$15,000 to Prof. Graham Mitchell, a Director of the Company, under the Company’s Employee Option Plan on the following terms and conditions and the Terms and Conditions of Options accompanying, and forming part of, this Notice of General Meeting:

• the number of options to be issued will be calculated based on the volume weighted average price of the Company’s ordinary shares calculated over the five days prior to 30 June 2008;

• Each option entitles the holder to acquire by way of issue one fully paid ordinary share in the capital of the Company at nil exercise price; and

• Each option will expire on 31 July 2018 or at an earlier date in the case of a Special Circumstance or termination or cessation of employment or office on the terms summarised in the Explanatory Memorandum.

Further details in respect of Resolution 7 are set out in the Explanatory Notes accompanying this Notice of General Meeting.

Dated: 22 July 2008

By the order of the Board

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Phillip Hains Company Secretary

The accompanying Explanatory Notes and the Proxy and Voting Instructions form part of this Notice of Meeting.

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DETERMINATION OF VOTING ENTITLEMENTS

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) for the purposes of the meeting, persons holding shares at 10.00am on Sunday, 24 August 2008 will be treated as shareholders. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to attend and vote in respect of that share at the General Meeting.

Voting Exclusion Statement

In accordance with Australian Stock Exchange Listing Rule 14, the Company will disregard votes cast:

• a) On resolution 1 by:

• Any Director of the Company; and

• Any associate of any one or more of the Directors of the Company.

b) On resolution 2 by:

• persons who participated in the issue; and

• an associate of that person/entity.

• c) On resolutions 3 to 7 by:

• Any Director of the Company; and

• Any associate of any one or more of the Directors of the Company.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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ANTISENSE THERAPEUTICS LIMITED

ACN 095 060 745

EXPLANATORY NOTES TO NOTICE OF GENERAL MEETING

These Explanatory Notes accompany and form part of the Antisense Therapeutics Limited Notice of General Meeting to be held on Tuesday, 26 August 2008 at 10.00am. The Notice of General Meeting should be read together with these Explanatory Notes.

ORDINARY BUSINESS

Resolution 1: Approval of the Company’s Employee Option Plan

Under Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited, the prior approval of the shareholders of the Company is required to approve an issue of shares and/or grant of options if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 (Exception 9(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue, either:

• (a) holders of the ordinary securities of the listed company have approved the issue of securities under the employee incentive scheme as an exception to Listing Rule 7.1; or

• (b) in the case of a scheme established before listing, a summary of the terms of the scheme were set out in the prospectus.

Accordingly, Resolution 1 is proposed to permit the Company, if it chooses to do so, to issue Options under the Company's Employee Option Plan ( Plan ) without those issues interfering with, or restricting, the ability of the Company to issue securities up to the 15% limit in any 12 month period.

Every three years, the Plan needs to be approved by shareholders. The Plan was last approved by shareholders of the Company at the 2005 Annual General Meeting. Following this approval, 5,050,000 Options were issued on 5 July 2005. A total of 1,400,000 Options have lapsed by virtue of employees having ceased their employment with the Company and as at the date of this Notice of Meeting, 3,650,000 Options remain unexercised. The exercise price of these Options is $0.072 and they expire on 27 June 2013.

The terms and conditions of the Plan (as amended) are summarised below. A copy of the complete terms and conditions of the Plan is available for inspection by the shareholders at the Company’s registered office at Level 1, 10 Wallace Avenue, Toorak, Victoria and on the Company's website, www.antisense.com.au, prior to the General Meeting.

• Eligibility – The Board may offer Options to full or part time employees, Directors (including Executive and Non-Executive Directors) or any other person that the Board determines to be an employee (for the purpose of the Plan) of the Company or any subsidiary of the Company ( Employees ). Subject to the Constitution, the Board is also able to determine the terms of issue that will apply to any offers, including the exercise price, exercise period and the restrictions, if any, on the exercise of the Options.

• Entitlement – Each Option will entitle the holder to subscribe to one (1) fully paid ordinary Share in the capital of the Company. When issued, each Share will rank equally with all other Shares then on issue.

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• Issue of Options – There is no issue price for the Options.

• Vesting – The Board will set the conditions under which the Options will vest. Options may vest earlier than the date set out in the Offer in Special Circumstances, including:

• (a) death;

• (b) if an Employee retires from the Company after reaching the age that is determined by the Board to be normal retirement age;

• (c) if a Employee resigns due to total and permanent disablement or a dismissal due to redundancy; or

• (d) any other circumstances that the Board may consider relevant.

• Transfer of Options

Options may not be transferred except in the following circumstances:

• (a) with the prior consent of the Board:

  • (i) on the death of an Employee, to their legal personal representative; or

  • (ii) to an approved nominee or, after issue to a family member or a company or trust associated with and controlled by the Employee; or

• (b) without prior consent of the Board in the following circumstances:

  • (i) following an acceptance of an offer made under an off-market bid relating to Options;

  • (ii) to a bidder on the sale of the Options under Division 3 of Part 6A.1 of the Corporations Act 2001 (Cth);

  • (iii) to a 100% holder on the sale of the Options under Division 2 of Part 6A.2 of the Corporations Act 2001 (Cth);

  • (iv) under Part 6A.3 of the Corporations Act 2001 (Cth) to a person entitled to acquire the Options under section 661A or 664A of the Corporations Act 2001 (Cth); or

  • (v) as approved by the Board in those circumstances as may be determined by the Board.

• Conditions - Subject to the discretion of the Board, conditions may be imposed on the exercise of Options. If exercise conditions are attached to Options, these conditions must also be satisfied before the Options vest. These conditions will be set out in the Offer.

• Term - The Option term will be fixed by the Board at the time of issue, but will not exceed 10 years from the date of issue.

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• Lapse of Options - The Board may provide that Options will lapse on the earlier of:

• (a) the date 10 years after the options are granted;

• (b) 60 days after Special Circumstance arise;

• (c) the date of termination or cessation of employment or office with the Company (other than by reason of Special Circumstances); or

• (d) such other date as may be determined by the Board.

The Options may only be exercised within the limitations imposed by the Corporations Act and the Australian Stock Exchange Listing Rules.

• Exercise Price - The exercise price for an Option will, subject to the Australian Stock Exchange Listing Rules and the Constitution, be the amount determined by the Board at the time of the grant of the Option. The exercise price will be set out in the Offer. If an Employee elects to exercise a partial amount of the Options granted to him or her, the number must not be less than a marketable parcel.

• New issue of Securities – An Employee may only participate in new issues of securities in the Company offered to Shareholders if his or her Options have been exercised and Shares have been allotted in respect of the Options.

• Rights issues - If the Company makes a pro rata rights issue of shares for cash to shareholders, there is a provision for adjustment of the Option entitlement and the exercise price of unexercised Options in accordance with the Listing Rules to reflect the diluted effect of the issue.

• Capital Reorganisations – If there is a reorganisation of the Share capital of the Company, then the rights of the Optionholder (including the number of Options to which each Optionholder is entitled to and the exercise price) is changed to the extent necessary to comply with the Australian Stock Exchange Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• Takeover Bids and Sales of Business

• (a) Subject only to the Offer expressly providing to the contrary, if:

  • (i) a takeover offer or a takeover announcement is made in respect of the Shares; and

  • (ii) the takeover offer or offer pursuant to the announcement (as the case may be) is accepted by the holders of not less than 50% in number of the Shares,

each Participant will be entitled to immediately exercise all Options currently held by him or her within the period notified by the Company.

• (b) Subject only to the Offer expressly providing to the contrary, if:

• (i) a takeover offer or a takeover announcement is made in respect of the Shares; and

• (ii) the takeover offer or offer pursuant to the announcement (as the case may be) is accepted by the holders of not less than 50% in number of the Shares; and

• (iii) there is a takeover offer or other offer also made for the Options,

each Participant will be entitled to immediately accept the offer for his or her Options.

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• Limit of Plan

The number of Shares to be received on exercise of an Option which is the subject of an Offer when aggregated with:

• (a) the number of Shares which would be issued were each outstanding offer with respect to Shares, units of Shares and Options to acquire unissued Shares, under an employee share scheme of the Company, to be accepted or exercised (as the case may be); and

• (b) the number of Shares issued during the previous 5 years pursuant to the Plan or any other employee share scheme extended only to eligible employees of the Company or of an associated body corporate of the Company;

but disregarding any offer made, or option acquired or Share issued by way of or as a result of an offer:

• (c) to a person situated at the time of receipt of the Offer outside this jurisdiction; or

• (d) that was an excluded offer or invitation within the meaning of the Corporations Law as in force before the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act 1999 ; or

• (e) that did not need disclosure to investors because of section 708 of the Corporations Act 2001 (Cth) ; or

• (f) that did not require the giving of a product disclosure statement because of section 1012D of the Corporations Act 2001 (Cth); or

• (g) made under a disclosure document or product disclosure statement,

must not exceed 5% of the total number of issued Shares as at the time of the Offer.

Despite any other provision of the Plan and unless expressly permitted by the applicable law, no Offer may be made unless:

• (a) Shares in the Company have been quoted on ASX throughout the 12 month period immediately before the Offer without suspension for more than a total of 2 trading days during that period; and

• (b) Options for the issue or transfer of Shares referred to in paragraph (a) are offered for no more than nominal consideration.

• Overriding Terms of Issue – The Plan specifies that, despite any other terms of issue of Options, an Option does not confer any right to vote at Shareholder meetings. The Plan is to be interpreted in accordance with the applicable laws.

• Amendment – The Plan may be amended by the Board at any time in accordance with the Australian Stock Exchange Listing Rules.

• No Quotation – The Company will not apply to the Australian Stock Exchange for official quotation of the Options.

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Resolution 2: Approval of Prior Issue of Securities

Under Australian Stock Exchange Listing Rule 7.4 an issue of securities made without approval under Australian Stock Exchange Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if shareholder approval is subsequently obtained. Under Australian Stock Exchange Listing Rule 7.1 an entity must not issue, or agree to issue, more than fifteen percent (15%) of its capital in any 12 month period without the approval of its shareholders.

Shareholder approval is sought to ratify the issue of 37,500,000 ordinary shares and grant of options to purchase 18,750,000 ordinary shares of the Company that were previously issued and granted by the Company in connection with a capital raising that occurred in April 2008. Securities were issued to existing major shareholders – Firebird Global Master Fund and Circadian Technologies Ltd (through its subsidiary, Polychip Pharmaceuticals Pty Ltd) as well as to Canadian merchant bank PowerOne Capital Markets Limited and clients on or about 17 April 2008. Shares were issued at a price of A$0.06 per ordinary share. In addition, the Company granted to the investors, an option to purchase one ordinary share for every two ordinary shares subscribed for. The ordinary shares are deemed fully paid and rank equally with the Company's existing issued and outstanding ordinary shares. The options granted have a nil issue price and an exercise price of A$0.10 and expire on 30 September 2009. The further terms of the options are set out at Annexure B.

The Company raised A$2.25 million, before costs, from the issue. The funds will be applied to the Company’s working capital requirements.

By obtaining shareholder approval for the issue of the ordinary shares and options the subject of resolution 2, the Company retains the ability to issue up to fifteen per cent (15%) of its capital to take advantage of any future capital raising and other opportunities that may require an issue of securities.

The allottees were as follows:

Firebird Global Master Fund II, Ltd Firebird Global Master Fund, Ltd Polychip Pharmaceuticals Pty Ltd Value Presentation Fund Pcc Ltd in respect of Cell B Pinetree Income Partnership Powerone Capital Markets Parkwood GP Inc Eam Inc

Resolution 3: Approval of Grant of Unlisted Options to Mr Mark Diamond

According to Australian Stock Exchange Listing Rule 10.14, any issue of securities to a Director of the Company is subject to shareholder approval at a meeting of shareholders, Mr Diamond and his associates are excluded from voting in regards to such resolutions. All Directors and their associates are excluded from voting on Resolutions 1 and 3 to 7. As such, the Company is seeking shareholder approval in Resolution 3 to issue Options under the Company's Employee Option Plan to a Director of the Company.

Mr Mark Diamond is the Managing Director of the Company. The offer of Options to him is to provide him with an opportunity to participate in the success of the Company and to provide him with further incentive to ensure wealth is created in the Company for the benefit of all shareholders. The Non-Executive Directors have determined following consideration and recommendation by the Remuneration Committee that the grant of options to Mr Diamond forms a reasonable and appropriate component of his remuneration package commensurate with his performance and objectives that the Board has set for him.

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Therefore, the Company seeks shareholder approval, in accordance with Australian Stock Exchange Listing Rule 10.14, to grant and issue to Mr Diamond, 3,000,000 unlisted Options over ordinary shares of the Company, exercisable for nil consideration on or before 31 July 2018 or an earlier date in the case of a Special Circumstance or cessation of employment or office with the Company on the terms summarised in Annexure A. Such Options will be granted by the Company under and pursuant to the terms of the Employee Option Plan. Each Option entitles the holder to acquire by way of issue one fully paid ordinary Share in the capital of the Company at a nil exercise price. The total number of Options will vest as follows:

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Exercise is subject to Mr Diamond continuing to be employed by the Company at the relevant exercise date.

If approved by the shareholders, such Options will be granted to Mr Diamond within twelve months from the date of this Meeting.

Using The Black Scholes Model the Options to be granted to Mr Diamond have been valued at 25 June 2008 as follows:

Exercise Price:	$nil
Stock Price:	$0.06
Expected Life:	2 years
Volatility:	140%
Risk Free Rate:	6.84%

The value of the Options according to this model is estimated at AU$0.06 per option. The valuation under accounting standards will be based on the value at the date of shareholder approval. The issue price and exercise price of the Options is nil and as such no funds will be raised from the issue and grant of the Options or upon exercise of the Options. Since the last approval of the Employee Option Plan on 27 June 2005, Mr Diamond was issued 2,000,000 Options for nil consideration. The exercise price was $0.72. These Options were issued on 5 July 2005.

The entire terms and conditions of issue of the Options are set out in Annexure A.

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Resolution 4: Approval of Grant of Unlisted Options to Mr Robert Moses Resolution 5: Approval of Grant of Unlisted Options to Professor George Werther Resolution 6: Approval of Grant of Unlisted Options to Dr Chris Belyea Resolution 7: Approval of Grant of Unlisted Options to Professor Graham Mitchell

According to Australian Stock Exchange Listing Rule 10.14, any issue of securities to a Director of the Company is subject to shareholder approval at a meeting of shareholders. The Director and his/her associates are excluded from voting in regards to such resolutions. All Directors and their associates are excluded from voting on Resolutions 1 and 3 to 7. As such, the Company is seeking shareholder approval in Resolutions 4 to 7 to issue Options under the Company's Employee Option Plan to each of the NonExecutive Directors of the Company.

The Board has determined following consideration and recommendation by the Remuneration Committee, having regard to benchmark remuneration information available to provide additional cash and the one off issue of equity to the Non-Executive Directors of the Company to bring their remuneration into line with the Company's peers in the sector and is not considered a bonus payment. For the avoidance of doubt, it should be noted that in accordance with ASX Best Practice Recommendations, the issue of options to the Chairman and the other Non-Executive Directors is not subject to the achievement of any performance conditions.

Therefore, the Company seeks shareholder approval, in accordance with Australian Stock Exchange Listing Rule 10.14, to grant and issue to each of the Non-Executive Directors unlisted Options over ordinary shares of the Company, exercisable for nil consideration on or before 31 July 2018 or an earlier date in the case of a Special Circumstance or cessation of employment or office with the Company on the terms summarised in Annexure A to the value of A$15,000. The number of Options to be issued to each of the Non-Executive Directors will be calculated based on the volume weighted average price for the Company’s ordinary Shares calculated over the five days trading prior to 30 June 2008.

Such Options will be granted by the Company under and pursuant to the terms of the Employee Option Plan. Each Option entitles the holder to acquire by way of issue one fully paid ordinary Share in the capital of the Company at nil exercise price. Each Option will expire 31 July 2018, or at an earlier date in the case of Special Circumstances or cessation of employment or office with the Company, as set out in Annexure A. The total number of Options will vest immediately.

If approved by the shareholders, such Options will be granted to the Directors referred to in Resolutions 4 to 7 inclusive, within twelve months from the date of this Meeting.

The value of the Options per Non-Executive Director is fixed at A$15,000. The issue price and exercise price of the Options is nil and as such no funds will be raised from the issue and grant of the Options or upon exercise of the Options. The maximum number of Options to be issued to each Non-Executive Director is 300,000.

The Non-Executive Directors have not been granted any Options since the last approval of the Employee Option Plan on 5 July 2005.

The entire terms and conditions of issue of the Options are set out in Annexure A.

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ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS UNDER EMPLOYEE OPTION PLAN

Each option to take up unissued shares on the following terms and conditions ( Option ) shall entitle the holder of the Option (‘Option Holder’) to acquire by way of issue one fully paid ordinary share ( Share ) in Antisense Therapeutics Limited A.C.N. 095 060 745 (‘Company’) on the terms and conditions set out below:

1. Each Option is issued pursuant to the Employee Option Plan and is exercisable at any time during the period ( Option Period ) specified in the relevant Offer and expiring at the earliest to occur of the following dates:

2. (a) 5.00 p.m. Australian Eastern Standard Time on 31 July 2018; and

3. (b) the date of termination or cessation from employment or office of the Option Holder with the Company,

PROVIDED THAT the limitations on the time of exercise of the Options set out above (excluding the limitation in paragraph 10) shall be subject to the overriding conditions that:

• (c) if an Option Holder dies and probate is granted;

• (d) if retirement occurs after reaching the age determined by the Board to be normal retirement age or in any other circumstances with the approval of the Board, the Option Holder may exercise his or her Options in full within 60 days after the date of retirement;

• (e) if resignation is due to ill health or accident or a dismissal is due to redundancy; or

• (f) in any other circumstances with the approval of the Board,

the Option Holder (or the Option Holder's Personal Legal Representative in the case of paragraph (c)) may exercise his or her Options in full within 60 days after the date of occurrence of an event set out in any of paragraph (c) to (f) inclusive.

1. Subject to paragraphs 1 and 10, the Options may be exercised wholly or in part by giving notice in writing ( Notice of Exercise ) to the Board at any time during the Option Period.

2. Notwithstanding paragraph 1, but subject to paragraph 10, if an Option Holder dies during the Option Period applicable to the Option Holder, the legal personal representative of the Option Holder may exercise all or any of the Options held at the date of death on behalf of the estate of the Option Holder PROVIDED THAT such exercise must be made anytime after the death of the Option Holder but not later than 60 days after the date of granting of probate or grant or letters of administration (as appropriate) or the Options will lapse and the amount paid to acquire the Options will be forfeited.

3. The options carry a nil exercise price.

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1. Shares issued on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid Shares in the Company and will be subject to the provisions of the Constitution of the Company.

2. Adjustments to the number of Shares over which Options exist may be made as described in paragraph 7 to take account of changes to the capital structure of the Company by way of pro rata bonus issues. The Company agrees to notify all Option Holders and Australian Stock Exchange Limited within 1 month after the record date for a pro rata bonus issue, of any adjustment to the number of Shares over which the Options exist.

3. Subject to paragraphs 6, 8 and 9, Options do not confer rights to participate in new issues of securities of the Company.

4. The method of adjustment for the purpose of paragraph 6 shall be in accordance with the Official Listing Rules of the Australian Stock Exchange.

5. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Options will be reconstructed in accordance with the Listing Rules of Australian Stock Exchange Limited applying at the time of the reconstruction.

6. All unexercised Options will lapse in the event of the liquidation of the Company.

7. The Company will apply to the Australian Stock Exchange (and any other stock exchange on which the Shares in the Company are quoted and listed) for, and will use its best endeavours to obtain, quotation and listing of all Shares allotted on the exercise of any Options. The Company will not apply for quotation or listing of the Options on any stock exchange.

8. Subject to paragraph 10, each Option is personal to the Option Holder named on the front of the Option Certificate and is not transferable, transmissible or assignable except:

9. (a) as permitted by the Board, to:

   • (i) the personal representative of an Option Holder on the death of that Option Holder in accordance with paragraph 3; or

   • (ii) an approved nominee or, after issue to a family member or a company or trust associated with and controlled by the Option Holder; or

10. (b) without prior consent of the Board in the following circumstances:

    • (i) following an acceptance of an offer made under an off-market bid relating to Options;

    • (ii) to a bidder on the sale of the Options under Division 3 of Part 6A.1 of the Corporations Act 2001 (Cth);

    • (iii) to a 100% holder on the sale of the Options under Division 2 of Part 6A.2 of the Corporations Act 2001 (Cth);

    • (iv) under Part 6A.3 of the Corporations Act 2001 (Cth) to a person entitled to acquire the Options under section 661A or 664A of the Corporations Act 2001 (Cth); or

    • (v) as approved by the Board in those circumstances as may be determined by the Board.

11. In these terms and conditions, “market price” in relation to a Share in the Company has the same meaning as in Chapter 19 of the Australian Stock Exchange Listing Rules.

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Annexure B

RESOLUTION 2 – TERMS AND CONDITIONS OF OPTIONS ISSUED UNDER PLACEMENT

1. Entitlement

Each option entitles the optionholder to subscribe for one fully paid ordinary share in the capital of the Company.

2. Issue Price

No amount is payable on issue of the options.

3. Exercise Price

The exercise price of each option is A$0.10.

4. Option Period

Each option may be exercised at any time before 30 September 2009. An option not exercised automatically expires at 5pm on 30 September 2009.

5. Certificate

The Company must give each optionholder a certificate or holding statement stating:

(a) the number of options issued to the optionholder;

• (b) the exercise price of the options;

• (c) the date of issue of the options.

6. Participation rights, bonus issues, rights issues and reorganisations

1. Participation

An optionholder is not entitled to participate in any new issue to existing shareholders of securities in the Company unless they have exercised their options before the record date for determining entitlements to the new issue of securities and participate as a result of holding shares.

2. Notice of new issue

The Company must give an optionholder, in accordance with the ASX Listing Rules, notice of:

(a) the proposed terms of the issue or offer proposed under clause 1; and

• (b) the right to exercise their options under clause 1.

3. Bonus issues

If the Company makes a bonus issue of shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no share has been issued in respect of the option before the record date for determining entitlements to the issue, then the number of underlying shares over which the option is exercisable is increased by the number of shares which the optionholder would have received if the optionholder had exercised the option before the record date for determining entitlements to the issue.

4. Pro rata issues

If the Company makes a pro rata issue of shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no share has been issued in respect of the option before the record date for determining entitlements to the issue, the exercise price of each option is reduced in accordance with the ASX Listing Rules.

5. Reorganisation

If there is a reorganisation (including consolidation, sub- division, reduction or return) of the share capital of the Company, then the rights of the optionholder (including the number of options to

Page 15 of 16

which each optionholder is entitled to and the exercise price) is changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

6. Calculations and adjustments

Any calculations or adjustments which are required to be made under this clause will be made by the Board of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the optionholder.

7. Notice of change

The Company must within a reasonable period give to each optionholder notice of any change under this clause to the exercise price of any options held by an optionholder or the number of shares which the optionholder is entitled to subscribe for on exercise of an option.

7. Method of exercise of options

1. Method and payment

To exercise options, the optionholder must give the Company or its share registry, at the same time:

• (a) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of options being exercised and shares to be issued;

• (b) payment of the exercise price for the shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company; and

• (c) the certificate for the options.

2. Exercise all or some options

• (a) An optionholder may only exercise options in multiples of 100,000 unless the optionholder exercises all options held by the optionholder.

• (b) Options will be deemed to have been exercised on the date the application is lodged with the directors of the Company.

3. Option certificates

If an optionholder exercises less than the total number of options registered in the optionholder's name:

• (a) the optionholder must surrender their option certificate (if any); and

• (b) the Company must cancel the option certificate (if any) and issue the optionholder a new option certificate or holding statement stating the remaining number of options held by the optionholder.

4. Issue of shares

Within 10 days after receiving an application for exercise of options and payment by an optionholder of the exercise price, the Company must issue the optionholder the number of fully paid ordinary shares in the capital of the Company specified in the application.

1. Ranking of shares issued on exercise of options

Subject to the Company's constitution, all shares issued on the exercise of options rank in all respects (including rights relating to dividends) pari passu with the existing ordinary shares of the Company at the date of issue.

1. No quotation

The Company will not apply to ASX Limited for official quotation of the options.

1. Governing law

These terms and the rights and obligations of optionholders are governed by the laws of Victoria. Each participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria.

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Lodge your vote:

• By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to +61 3 9473 2555

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 10.00am (AEST) Sunday 24 August 2008

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certifi ed photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the offi ce held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certifi cate of Appointment of Corporate Representative” prior to admission. A form of the certifi cate may be obtained from Computershare or online at www.computershare.com.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form �

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Update your securityholding, 24 hours a day, 7 days a week: www.investorcentre.com

Your secure access information is: Review your securityholding SRN/HIN: I1234567890 Update your securityholding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confi dential.

038776_00R8CA

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 1234567890 I N D

Prox Form y

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of The Sample Company hereby appoint

the Chairman of the Meeting[OR]

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fi t) at the General Meeting of Antisense Therapeutics Limited to be held at the Computershare Conference Centre, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria on Tuesday 26 August 2008 at 10.00am and at any adjournment of that meeting.

Important for Item/s 1, 3, 4, 5, 6 & 7: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item/s 1, 3, 4, 5, 6 & 7 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item/s 1, 3, 4, 5, 6 & 7 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of item/s 1, 3, 4, 5, 6 & 7 of business.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

ORDINARY BUSINESS

ORDINARY BUSINESS For Aga Abst	ORDINARY BUSINESS For Aga Abst
Item 1 Approval of the Company’s Employee Option Plan
Item 1 Approval of the Company’s Employee Option Plan
Item 2 Approval of Prior Issue of Securities
Item 3 Approval of Grant of Unlisted Options to Mr Mark Diamond
Item 4 Approval of Grant of Unlisted Options to Mr Robert Moses
Item 5 Approval of Grant of Unlisted Options to Professor George Werther
Item 6 Approval of Grant of Unlisted Options to Dr Chris Belyea
Item 7 Approval of Grant of Unlisted Options to Professor Graham Mitchell

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

0 3 8 7 7 6 A

A N P