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RENT.COM.AU LIMITED AGM Information 2007

Feb 25, 2007

65722_rns_2007-02-25_63b0f506-f6be-4999-bc05-ff5fb46a4f8b.pdf

AGM Information

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ABN 25 062 063 692

Suite 15, 545 St Kilda Rd,

Melbourne Victoria 3144 Australia

Telephone +613 9529 8788 Facsimile +613 9529 2622

www.selectvaccines.com.au

THIS IS AN IMPORTANT DOCUMENT

AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it,

please consult your financial or other professional adviser.

NOTICE OF ANNUAL GENERAL MEETING

Incorporating Explanatory Memorandum and Proxy Form

Notice is given that an Annual General Meeting of Select Vaccines Limited will be held at

The St Kilda Road Parkview Hotel, 562 St Kilda Rd, Melbourne, Victoria 3004. on Tuesday 27th March 2007, at 2.30pm In The Banksia Wattle Room

Registration opening at 2.15 pm

ABN 25-062-063-692

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Members of Select Vaccines Limited ("the Company") will be held at the St Kilda Road Parkview Hotel, 562 St Kilda Rd, Melbourne, Victoria 3004 on Tuesday 27th March 2007, at 2.30pm in The Banksia Wattle Room.

BUSINESS OF THE ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company for the year ended 31 December 2006 and the reports by Directors and Auditors thereon.

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolutions:

2. Election of Directors

$2.1$ Re-Election of Mr George Weber

"That Mr George Weber, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.

2.2 Election of Mr Shane Allan

"That Mr Shane Allan, a Director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company.

3. Non-Binding Adoption of Remuneration Report

"That, members hereby adopt the 2006 Remuneration Report as published in the Directors' Report section of the Company's 2006 Annual Report."

OTHER BUSINESS

4. Approval of Share Issue to AVANT Immunotherapeutics Inc. (NASDAQ: AVAN)

"That for the purposes of ASX Listing Rule 7.1, Members approve the issue to AVANT Immunotheraoeutics Inc of 29,518,072 ordinary shares at an issue price of \$0.0321 per share as described in the Explanatory Memorandum accompanying the Notice of Meeting."

5. Approval of Grant of Options to a Director

"THAT for the purposes of ASX Listing Rule 10.11, and all other purposes, Members approve the issue of 3,000,000 options to Dr Martin Soust (or his nominee), on the terms and in the manner described in the Explanatory Memorandum accompanying the Notice of Meeting."

6. Approval of Previous Grant of Securities

$6.1$ Previous Grant of Options to Taylor Collison Ltd

"That for the purpose of ASX Listing Rule 7.4 Members approve the previous grant of 1,000,000 listed options exercisable at 20 cents on or before 31 May 2008 to Taylor Collison Ltd in lieu of consulting fees, as described in the Explanatory Memorandum accompanying the Notice of Meeting."

$6.2$ Previous issue of Shares and grant of Options to BPR LLC

"That for the purpose of ASX Listing Rule 7.4, Members approve the previous issue of 2,500,000 shares and grant of 3,000,000 unquoted options to BPR LLC in lieu of consulting fees, as described in the Explanatory Memorandum accompanying the Notice of Meeting."

GENERAL BUSINESS

7. General Business

To transact any business that may be lawfully brought forward in accordance with the constitution.

BY ORDER OF THE BOARD

Phillip Hains

Company Secretary

22nd February 2007

The following Information for Shareholders and Notes set out below and the Explanatory Memorandum which accompanies this Notice of Meeting form part of the Notice of Meeting.

INFORMATION FOR SHAREHOLDERS

NOTES:

$\mathbf{1}$ . Explanatory Memorandum

Further details of the resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum attached to and forming part of this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Annual General Meeting.

$\overline{2}$ Record Date

For the purposes of voting at this meeting, the Directors have determined that all shares of the Company that are quoted, or unquoted, securities at 5.00 pm AEST on Friday 23rd March 2007 are taken to be held by persons who are registered as holding them at that time. The entitlement to vote at the meeting will be determined by reference to that time.

$\mathcal{F}_{\mathcal{L}}$ Proxies

Shareholders unable to attend the meeting can complete the attached Proxy Form and return it to the Company or to the Company's Share Registry at the address or the facsimile numbers indicated in the Proxy Form prior to 9.00am on Monday 26 March 2007.

$\overline{4}$ . Voting In Person

Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that we may check shareholdings against the Share Register and note attendances.

5. Corporate Representatives

In order to vote in person at the meeting, a corporation that is a shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

6. Voting Exclusion

In accordance with the ASX Listing Rules, Chapter 14, the Company will disregard votes cast:

  • $a)$ On resolution 4, Approval for a share issue to AVANT Immunotherapeutics Inc, by
  • any person who may participate in the proposed issue (AVANT Immunotherapeutics Inc) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
  • An associate of that person.

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 directors 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.

  • On resolution 5, Approval for a grant of options to a Director, by $\mathbf{b}$
  • Dr Martin Soust; and
  • An associate of that person.

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 directors 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.

  • On resolution 6.1, Approval of previous grant of options to Taylor Collison Ltd, by $\mathbf{c}$
  • any person who may participate in the proposed issue (Taylor Collison Ltd) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and
  • An associate of that person.

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 directors 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.

  • d) On resolution 6.2, Approval of previous issue of shares and grant of options to BPR LLC, by
  • any person who may participate in the proposed issue (BPR LLC) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
  • An associate of that person.

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 directors 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.

SELECT VACCINES LIMITED

ABN 25-062-063-692

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Members of Select Vaccines Limited (the Company) in connection with the business to be conducted at the Annual General Meeting of Members to be held at the St Kilda Road Parkview Hotel, 562 St Kilda Rd, Melbourne, Victoria 3004. on Tuesday 27th March 2007, at 2.30pm in The Banksia Wattle Room.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

Resolution 2.1 - Re-election of Mr George Weber as Director of the Company

Mr Weber was appointed Director of the Company in May 2004. In accordance with the Company's Constitution one third of Directors of the Company must retire at each Annual General Meeting of the Company.

Mr Weber retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.

Mr Weber has a strong background in the commercialisation of life sciences. Originally from the United States, Mr Weber worked with Eli Lilly and Johnson & Johnson in a variety of sales and management functions that included responsibility for the marketing and sales of pharmaceutical, instrumentation, implant and diagnostic products. The latter included responsibility for Hepatitis C tests marketed by Ortho-Clinical Diagnostics (a division of Johnson & Johnson) in conjunction with Chiron Inc (now Novartis Vaccines).

Since the early 1990's Mr Weber has run his own medical marketing consultancy. Clients have included ResMed Ltd, Universal Biosensors Pty Ltd, Chiron Inc and Novartis Vaccines. In July 2003, Mr Weber was appointed Managing Director of Chiron Vaccines Australia. Since its takeover by Novartis he has remained on as Country Manager, Australia, Novartis Vaccines.

Resolution 2.2 - Election of Mr Shane Allan as Director of the Company

Mr Allan was appointed Director of the Company on 14 February 2007.

Mr Allan has a strong background as a senior executive in the corporate sector in both finance and management roles. Mr Allan is a broadly experienced senior executive. He has served previously as CEO of Powertel Limited and Chairman of SelecTV Broadcasting Limited. He also has in his career held senior positions as Director of Finance and Director of Corporate Services at Telstra as well as Finance Director of Davids Limited, Computer Power Group Limited and Repco Corporation Limited.

Mr Allan is currently a non-Executive Director of ASX-listed Orion Telecommunications Limited and Big Air Group Limited. He holds Bachelor of Commerce and Master of Business Administration degrees from the University of Queensland.

Resolution 3. Non-Binding Adoption of Remuneration Report

Pursuant to the Corporations Act 2001 the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report be adopted. Also pursuant to the Corporation Act, the vote on this Resolution is advisory only and does not bind either the Directors or the Company.

The Remuneration Report is included in the Annual Report distributed to Shareholders and the Financial Statements to be laid before meeting. Shareholders will be given the opportunity to ask questions about or make comments on the Remuneration Report at the meeting.

Resolution 4 - Approval of Share Issue to AVANT Immunotherapeutics Inc.

On February 12 2007, the Company announced that it had entered into a Research Collaboration and Licensing Agreement with AVANT Immunotherapeutics, Inc. ("AVANT"), a Nasdaq listed US biotechnology company. A copy of the announcement is attached as Annexure A. The Directors believe this represents a significant milestone in the Company's development.

Under the terms of the agreement, AVANT will invest approximately \$947,530 in the Company by subscribing for 29,518,072 ordinary fully paid shares at an issue price of \$0.0321 per share. The issue price of the shares has been fixed at a significant premium to the VWAP of the Company's shares for the 15 Trading Days immediately preceeding the date on which the Agreement was entered into and announced.

Resolution 4 has been prepared to obtain authority for the proposed issue of shares to Avant.

The Shares the subject of Resolution 4 will rank pari passu in all respects with the existing listed ordinary shares of the Company. The funds raised by the issue will be applied towards working capital and undertaking the research and development program contemplated by the Research Collaboration and Licensing Agreement.

The Board considers the proposed investment will fortify the collaboration between the Company and AVANT. The funds raised will be used to fulfil the Company's obligations under the R&D collaboration with AVANT and will also be used to strengthen the Company's R&D capabilities in order that we are better able to reach the collaboration milestones. The Directors believe the investment in the Company by AVANT establishes, for the first time, a cornerstone investor with interests that are closely aligned to those of the Company. The Directors are also encouraged by AVANT's investment being made at a significant premium to the share price prior to concluding negotiations. Through this collaboration with AVANT we believe we can develop and improve our VLP vaccine technology more efficiently thus adding further value to the Company.

Chapter 7 of the ASX Listing Rules requires the prior approval of shareholders in general meeting to issue securities if the number of those securities exceeds fifteen percent (15%) of the number of the same class of securities at the commencement of the relevant twelve (12) month period. The proposed allotment of Shares under Resolution 4 involves an increase in the issued capital of the Company which would result in the Company exceeding the 15% threshold. As such, authority for that increase is sought in order to ensure compliance with the provisions of Chapter 7 of the ASX Listing Rules. Also, by obtaining shareholder approval for the placement, the Company retains the ability to issue further shares or options up to fifteen percent (15%) of its ordinary shares under Chapter 7 to take advantage of opportunities to obtain further funds if required and available.

Subject to Shareholder approval being obtained, the shares the subject of Resolution 4 shall be issued no later than three (3) months after the date of the Meeting.

Resolution 5. Approval of Grant of Options to a Director

ASX Listing Rule 10.11 provides that a company may not issue securities to a director or proposed director without the approval of holders of ordinary shares.

Resolution 5 has been proposed to obtain approval for the grant of the following options to Dr Soust (or his nominee):

  • $(i)$ Tranche $1 - 1,000,000$ unlisted options, exercisable within 60 days after 1 January 2008, with an exercise price of \$0.0297 (based on the VWAP of the Company's shares for the 15 trading days prior to the date of approval of the Notice of Meeting $+10\%$ ).
  • $(ii)$ Tranche $2 - 1,000,000$ unlisted options, exercisable within 60 days after 1 January 2009, with an exercise price of \$0.0324 (based on the VWAP of the Company's shares for the 15 trading days prior to the date of approval of the Notice of Meeting $+20\%$ ).

(iii) Tranche $3 - 1,000,000$ unlisted options, exercisable within 60 days after 1 January 2010, with an exercise price of \$0.0351 (based on the VWAP of the Company's shares for the 15 trading days prior to the date of approval of the Notice of Meeting $\pm$ 30%).

The following conditions will also apply to the proposed grant of options:

  • All, some or none of the options in each tranche may be exercised within the specified exercise period. Any options not exercised will roll over into the next tranche at the same exercise price as that next tranche. Any options not exercised by 1 March 2010 will lapse.
  • If there is a bid for control of the Company, all outstanding options become immediately exercisable within 60 days at the exercise price for the tranche that would otherwise next become exercisable.
  • If the Company terminates its engagement of Dr Soust's consultancy arrangements, all outstanding options become immediately exercisable within 60 days at the exercise price for the tranche that would otherwise next become exercisable.
  • If Dr Soust resigns from the Company, all unexercised options lapse.

The 3,000,000 options will be granted within one (1) month from the date of the Meeting.

The options the subject of this Resolution will be issued in recognition for services provided to the Company accordingly, no funds will be raised by the issue. Funds raised by the exercise of the options will be applied to the Company's working capital requirements at the time of exercise.

Under ASX Listing Rule 10.11 an entity may issue or agree to issue securities to a director if members approve the issue before the issue is made.

Resolution 6.1 - Approval of previous grant of Options to Taylor Collison Ltd

The Company entered into an agreement with Taylor Collison Ltd for the provision of capital raising and corporate advisory services associated with the Non-Renounceable Pro-Rata Rights Issue Prospectus dated 22 December 2005. The agreement included payment by the issue of 1,000,000 listed options to Taylor Collison Ltd.

On the 11th of July 2006, the Company allotted 1,000,000 listed options to Taylor Collison Ltd in accordance with the agreement. The options the subject of Resolution 6.1 were issued on the same terms as existing SLTOA Options having an exercise price of \$0.20 and expiring on 31 May 2008.

As the options that are the subject of Resolution 6.1 were issued to discharge the Company's obligation to pay consulting fees, no funds were raised by the issue. Funds raised by the exercise of the options will be applied to the Company's working capital requirements at the time of exercise.

The options the subject of Resolution 6.1 were not issued under the Company's 2005 Employees', Directors' and Consultants' Share and Option Plan.

Under ASX Listing Rule 7.4 an issue of securities made without approval under ASX 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 ASX 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.

By obtaining Shareholder approval for the issue of the options the subject of Resolution 6.1, the Company retains the ability to issue up to fifteen per cent (15%) of its capital to take advantage of any future capital raising opportunities.

Resolution 6.2 - Approval of previous issue of Shares & grant of Options to BPR LLC

On the 22nd of December 2006, the Company entered into a consultancy agreement with BPR LLC for the provision of strategic advisory consulting services. The agreement requires the Company to make payments to BPR LLC by way of 3 separate security issues as follows:

  • First Tranche 2,500,000 ordinary shares in the capital of the Company. $a$
  • b) Second Tranche 2,500,000 ordinary shares in the capital of the Company plus 3,000,000 unquoted options.
  • Third Tranche $-2,500,000$ ordinary shares in the capital of the Company. $\mathbf{c}$

On the 2nd of February 2007, the Company allotted the First and Second Tranches of securities in accordance with the terms of the consultancy agreement. The Third Tranche has not been issued and will only be issued if BPR LLC satisfies certain milestones that are prescribed in the agreement.

Select issued the first Tranche under the 2005 ASX Plan accordingly, shareholder approval is not being sought for this prior issue.

Resolution 6.2 is proposed to obtain shareholder approval for the prior issue of the Second Tranche of securities only. The 2,500,000 shares the subject of Resolution 6.2 rank pari passu in all respects with the existing listed ordinary shares of the Company. The 3,000,000 options the subject of Resolution 6.2 have a zero exercise price and expire on 5 August 2011. They can only be exercised after the Company's average closing share price is equal to or greater than 6 cents for a period of 15 trading days.

As the securities that are the subject of Resolution 6.2 were issued to discharge the Company's obligation under its consultancy agreement with BPR LLC, no funds were raised by the issues.

Under ASX Listing Rule 7.4 an issue of securities made without approval under ASX 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 ASX 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.

By obtaining Shareholder approval for the issue of the shares and options the subject of Resolution 6.2, the Company retains the ability to issue up to fifteen per cent $(15%)$ of its capital to take advantage of any future capital raising opportunities.

Directors' recommendations

Each of the Directors recommends Shareholders vote in favour of all resolutions.

SELECT VACCINES LIMITED ABN 25-062-063-692

PROXY FORM

Shareholder's Name

Please write you name(s) above

Appointment of Proxy

I/We appoint as 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 or Chairman sees fit) at the Annual General Meeting (Meeting) of the Company to be held at the St Kilda Road Parkview Hotel, 562 St Kilda Rd. Melbourne, Victoria 3004. on Tuesday 27th March 2007, at 2.30pm in The Banksia Wattle Room (and at any adjournment thereof).

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the items below, please mark this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of any of these items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. 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 these items and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies he is entitled to cast in favour of these items.

$Or$ the Chairman of the meeting Name of person you are appointing (if not the meeting Chairman)

For Against Abstain
2.1 Election of Mr. George Weber
2.2 Election of Mr Shane Allan
3 Adoption
$\circ$ of
remuneration
report
4. Approval of Share Issue to
Avant Immunotherapeutics Inc
5. Approval of grant of Options
to a Director
6.1 Approval of previous grant of
Options to Taylor Collison Ltd
6.2. Approval of previous issue of
Shares & grant of Options to
BPR LLC

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

SELECT VACCINES LIMITED

ABN 25-062-063-692

Appointing a Second Proxy
Or $\%$
The number of shares applicable to The percentage of your
this proxy form voting rights
Contact Telephone Number
Area Code Telephone Number
Signature(s)
Shareholder 1 Shareholder 2 Shareholder 3
Director Director/Secretary Sole Director and Secretary
Proxies may be lodged by fax on (03) 9822 7735, mail to or delivery to
the office of the Company at Suite 1, 1233 High Street, Armadale,
Victoria, 3143. To be valid, a proxy form must and any applicable
power of attorney (if not previously noted by the Company) be
received by the registered office of the Company by 9.00am on
Monday, 26 March 2007. For assistance in completing this form,
Company Seal (if required) please refer to the accompanying instructions.

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

Shareholder's Name

This is the name of the shareholder as it appears on the Company's share register. For the purposes of this Meeting, shares will be taken to be held by those persons who are registered as holding them at 5.00 pm AEST on Friday 23rd March 2007.

Appointment of Proxy

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder's place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the meeting (unless you revoke your proxy before the meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies, unless each proxy is appointed to represent a specified proportion of the shareholder's voting rights, each proxy may exercise half the votes of the appointor.

Contact Telephone

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.

ANNEXURE A

Melbourne Australia, 12 February 2007

SELECT VACCINES LIMITED AND AVANT IMMUNOTHERAPEUTICS, INC sign agreement to develop improved viral vaccines

-- Novel Virus-Like Particle (VLP) Technology to be Initially Applied to Influenza Vaccines --

  • immediate equity investment of US\$735,000
  • research funding over two years towards development of influenza vaccines
  • exclusive worldwide license awarded to AVANT to develop up to three products
  • future milestone payments to be paid on positive progress for the first product the potential milestone payments could total US\$34m over time
  • royalty payments and sublicense fees are due on product sales

Select Vaccines Limited ("Select", ASX:SLT) announced today that it had entered into a collaboration and worldwide licensing agreement with AVANT Immunotherapeutics, Inc ("AVANT"), a Nasdaq listed biotechnology company, of Needham, MA, USA, to develop and commercialise up to three products using Select's novel VLP vaccine technology.

The collaboration is focused on the use of Select's VLP technology as a platform for the development of viral vaccines. As part of the collaboration, research will initially be undertaken to target the development of vaccines against influenza, including both epidemic and pandemic forms of the disease. In pre-clinical studies, Select has demonstrated proof of principle for expressing vaccine antigens on its VLPs with approximately 10 different antigens.

Select has granted AVANT the exclusive right to apply Select's VLP technology to the development of an influenza vaccine with the rights to extend the program to a second target within the next two years and a third target within the next three years. This agreement will enable the Company to vigorously pursue, in collaboration with AVANT, the further development of its VLP technology and potentially the commercialisation of that technology.

AVANT will provide funding for a two-year research program, which may be extended into a third year on terms to be agreed. The research is to be undertaken by Select or its sub-contractor(s). The total sum of the milestone payments on the first product target which may be earned by Select, if all milestones are achieved, is US\$34m, if regulatory approval for the product is obtained, and therefore should be considered in the context of risks associated with R&D. The agreement also provides for license fees to Select if and when AVANT takes on additional products. In the event that the program develops products that are approved for sale and successfully marketed, then Select would be eligible to earn royalties set at representative industry rates. The royalty calculation is based on net sales of any products arising from this collaboration and license agreement.

AVANT is to subscribe for US\$735,000 of ordinary shares in Select at an agreed share price of US\$0.025 (A\$0.032) per share, which corresponds to 29,518,073 shares. These ordinary shares will rank equally with all existing ordinary shares and the funds raised will be applied to working capital requirements of the Company.

SELECT VACCINES LIMITED ABN 25.062.063.692

In announcing the agreement, Martin Soust, Ph.D., Chief Executive Officer of Select said "this collaboration with AVANT is further validation of Select's Virus-like Particle platform technology and we are very pleased to be working with AVANT on the application of our technology to this significant potential path to commercialisation. The expression of influenza antigens identified by AVANT on Select's VLPs could provide a novel vaccine candidate, distinct from other influenza VLP vaccine candidates, which could potentially stimulate a stronger immune response".

The President and Chief Executive Officer of AVANT, Una S Ryan, Ph.D., stated "Select's novel Virus-like Particles due to their specific size have the potential to generate stronger immune responses than current VLP-based vaccines. The Select technology is particularly promising for addressing viral disease targets, which could complement $\Lambda V \Lambda N T$ 's bacterial vaccine pipeline and allow $\Lambda V \Lambda N T$ to more fully address the total vaccine market, which industry experts estimate will exceed \$20 billion by 2010."

Because of the size of the equity investment the agreement has been made subject to approval of the Company shareholders in accordance with Chapter 7 of the ASX Listing Rules. A notice of meeting to seek the relevant approval will be issued shortly.

About Select Vaccines' Virus-Like Particles

Virus-like particles (VLPs) in their second-generation application are constructs that can be engineered to carry foreign antigens on their surface and mimic viruses in their ability to stimulate strong immune responses, in this case against foreign antigens. Two types of licensed vaccines (hepatitis B and human papilloma virus vaccines) and several vaccine candidates employ first-generation VLP technology, thus providing proof-of-concept for this approach to vaccine delivery.

The Select VLPs have a specific size and assembly process different from other VLPs,, which enables the expression of larger vaccine antigens than can be expressed on other types of VLPs and also offers the prospect for distinctive antigen processing. At the same time, Select VLPs are themselves more weakly immunogenic than other VLPs, which should better focus the induced antibody response on the expressed vaccine antigen instead of on the VLP carrier itself. The Select VLPs can be manufactured in yeast, thus doing away with the need to grow flu vaccines in eggs, a slow, time-consuming and inefficient process.

Risks and Contingencies

Whilst the arrangement provides for the quantification of potential future revenue from the successful development of products using Select's VLP technology, it must be appreciated that the Company needs to overcome many hurdles and risks before such potential revenue could be achieved. As such, these arrangements should be regarded as a program wherein the parties have made contingent provision for the allocation of future funding and payments only in the event that part or all the research programs are ultimately successful in terms of further development and or commercialisation of a product target. Risks associated with the success of the project are diverse and complex ranging from technical issues to be overcome, the planning for and conduct of extensive research and clinical trials needed to validate the technologies, the difficulties involved in obtaining regulatory approval for use of the planned products, potential competitive technologies and legal issues which may arise concerning the protection of intellectual property arising through the research program. Furthermore, standard termination provisions apply, as with many such collaboration and research arrangements, and AVANT as the sponsor of the program and potential licensee, may at its election withdraw from the arrangement.

About AVANT Immunotherapeutics, Inc.

AVANT Immunotherapeutics, Inc. discovers and develops innovative vaccines and therapeutics that harness the human immune system to prevent and treat disease. AVANT has three products on the market and five of AVANT's products are in clinical development. AVANT's pipeline includes products for biodefense, travelers' vaccines, global health, and pandemic flu needs based on AVANT's oral, rapid-protecting, single-dose and temperature stable vaccine technology. AVANT is also developing a treatment to reduce complement- mediated tissue damage associated with cardiac bypass surgery and a novel vaccine for cholesterol management.

Additional information on AVANT Immunotherapeutics, Inc. can be obtained through our site on the World Wide Web: http://www.avantimmune.com.

About Select Vaccines Limited

Select Vaccines listed on the ASX on 3 July 2003. It is developing products which identify and protect against infectious diseases of global and national importance and which satisfy the needs of other pharmaceutical and biotechnology companies. Select Vaccines' pipeline includes products targeting 'flu, hepatitis C, and Malaria. It is in partnership with

SELECT VACCINES LIMITED

ABN 25 062 063 692

Melbourne's Burnet Institute to commercialize research outcomes in the area of infectious disease. The Burnet Institute, established in 1986, is Australia's leading research organization in the field of infectious diseases caused by viruses and other agents.

Further information can be found on the company's website: www.selectvaccines.com.au.

For further information: Martin Soust (Managing Director) 03 9529 8788