Telix - EX4.3 - Form of Deed of Indemnity, Insurance and Access


Background		The Constitution provides that the Company: •must indemnify directors to the full extent permitted by law; and •may enter into contracts of insurance to protect directors against any liability incurred by directors as directors of the Company.
	(A)	The Director has been a director of the Company or Relevant Company (as the case may be) as of the Appointment Date.
	(B)	In consideration of the Director agreeing to act as a director of the Company or Relevant Company (as the case may be), the Company agrees to:
		(i)	indemnify the Director against Liabilities incurred while acting as officer of the Company or Relevant Company (as the case may be); and
		(ii)	maintain a D&O Policy,
		(iii)	provide access to Board Papers,
		on the terms contained in this deed.

This deed witnesses that in consideration of, among other things, the mutual promises contained in

this deed, the parties agree as follows:

1Definitions and Interpretation

1.1Definitions

In this deed:


Defined term	Meaning
Affiliate	has the meaning as defined under the 15 U.S Code.
Appointment Date	the date the Director was appointed a director of the Company or as a director of Relevant Company (as the case may be).
Board	the board of directors of the Company.

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Defined term	Meaning
Board Papers	in relation to the Company: 1all material provided to the Director, provided to or tabled at any meeting of the Board, or to any committee of the Board (Material), whether in hard copy or electronic form, including without limitation board papers, committee papers, correspondence, submissions, minutes, legal advice, reports and financial statements; and 1all documents of the Company or to which the Company is a party where those documents are referred to in any Material, during the Relevant Period. and, in relation to each Relevant Company: 2all material provided to the Director in his/her capacity as a director of the Relevant Company, provided to or tabled at any meeting of the board of the Relevant Company or to any committee of the board of the Relevant Company, whether in hard copy or electronic form, including without limitation board papers, committee papers, correspondence, submissions, minutes, legal advice, reports, and financial statements; and 3all documents of the Relevant Company or to which the Relevant Company is a party referred to in any such material.
Business Day	a day other than a Saturday, Sunday, bank holiday or public holiday in Melbourne, Victoria.
Claim	(a)any legal proceeding, administrative proceeding, arbitral proceeding, investigation or enquiry, mediation, or other form of alternative dispute resolution, arising out of or in connection with any act or omission by the Director or otherwise involving the Director in their capacity as a director; and (b)any written or oral threat, complaint or demand or other circumstances that might reasonably lead to the Director considering that any proceedings set out in paragraph (a) will be commenced.
Constitution	the Company’s constitution as amended, varied or replaced from time to time.
Corporations Act	the Corporations Act 2001 (Cth).
D&O Policy	a policy of insurance insuring the Director (amongst others) against liability in their capacity as a director and officer of the Company and its Related Bodies Corporate.
director	has the same meaning given in section 9 of the Corporations Act.

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Defined term	Meaning
document	has the meaning given to it for the purposes of the Acts Interpretation Act 1901 (Cth).
Group Entities	the Company and any Subsidiary or Affiliate of the Company.
Liability	a liability of any kind (whether actual or contingent and whether fixed or ascertained) including costs, damages, fees, expenses, and including whether the costs and expenses are incurred in connection with any investigation or inquiry by a government agency or liquidator.
officer	has the meaning given to it for the purposes of the Corporations Act.
Permitted Purpose	(a)defending or responding to an action or proceeding (or preparing to defend an action or proceeding which the Director has reason to believe will be brought against them) which relates to an act or omission of the Director in providing services in their capacity as an officer of the Company or Relevant Company (as the case may be) during the Relevant Period; (b)appearing before an inquiry or hearing of a Regulatory Body (or preparing for an inquiry or hearing of a Regulatory Body) where the Director has reason to believe that the Director will be required to appear before that inquiry or hearing relating to an act or omission of the Director in providing services in their capacity as a director of the Company or Relevant Company (as the case may be) during the Relevant Period; (c)conducting or preparing to conduct an action or proceeding which the Director in good faith proposes to bring relating to an act or omission of the Director in providing services in their capacity as officer of the Company or Relevant Company (as the case may be) during the Relevant Period; or (d)disclosing Board Papers to third parties (including, without limitation, the Director’s legal and other professional advisors) where such disclosure is necessary in relation to a matter under any of sub- clauses (a), (b) or (c) of this clause; or (e)any other purpose which the Company has provided written consent.

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Defined term	Meaning
Proceedings	(a)any investigation, hearing, inquiry or review undertaken by a court, arbitrator, mediator or tribunal, governmental, administrative or Regulatory Body, or public authority; and (b)any procedural step relating to such a hearing, conference, dispute, inquiry or investigation, under or in respect of which the Director is being examined or is involved because the Director is or was a director of the Company or a Relevant Company (as the case may be) in the Relevant Period.
Protection Period	in relation to the Company and each Relevant Company (as the case may be) the period commencing on the Appointment Date or the date of this deed (whichever is earlier) and ending on the later of: (a)the date which is 7 years after the Director ceases to hold office as a director of the Company or the Relevant Company (as the case may be); and (b)the date any Proceedings commenced during the period specified in paragraph (a) have been finally resolved.
Regulatory Body	an entity constituted under the laws of Australia or any other jurisdiction which has the power to regulate the conduct and affairs of a Group Entity and shall include (without limitation) the Australian Securities and Investment Commission, the Australian Competition and Consumer Commission and the Australian Tax Office.
Related Body Corporate	has the meaning given to it in section 50 of the Corporations Act, and includes a Subsidiary and an Affiliate.
Relevant Company	each Related Body Corporate of the Company of which the Director is a director from time to time.
Relevant Period	the period commencing on the Appointment Date and ending on the date the Director ceases to act as a director of the Company or the Relevant Company (as the case may be).
Subsidiary	has the meaning given in section 9 of the Corporations Act and refers to any corporation which before, at or after the date of this deed was, is or becomes a Subsidiary of the Company.

1.2Interpretation

In this deed, unless the context requires otherwise:

(a)terms used from the Corporations Act have the meaning given under section 9 of the

Corporations Act;

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(b)words importing the singular include the plural and vice versa;

(c)words importing a gender include any gender;

(d)a reference to a thing (including, but not limited to, a right) includes any part of that

thing;

(e)a reference to a right includes a remedy, power, authority, discretion or benefit;

(f)other parts of speech and grammatical forms of a word or phrase defined in this deed

have a corresponding meaning;

(g)a reference to a clause or party is a reference to a clause of, and a party to, this deed;

(h)a reference to a document or deed includes all amendments or supplements to, or

replacements or novations of, that document or deed;

(i)a reference to the Director includes the Director’s personal representatives;

(j)a reference to a statute, legislation, regulation, proclamation, ordinance or by-law

includes all statutes, regulations, proclamations, ordinances or by-laws amending,

consolidating or replacing it, and a reference to a statute includes all regulations,

proclamations, ordinances and by-laws issued under that statute;

(k)a reference to a party to a document includes that party’s successors and permitted

assignees;

(l)a rule of construction does not apply to the disadvantage of a party because that

party was responsible for the preparation of this deed or any part of it; and

(m)if a day for payment upon which an obligation must be performed is not a Business

Day the payment is due on the next Business Day.

2Indemnity

1.1General indemnity

(a)To the maximum extent permitted by law, the Company indemnifies the Director on a

full indemnity basis, with effect from the Appointment Date and on the terms set out in

this deed, against:

(i)all Liabilities incurred by the Director as an officer of the Company or of a

Related Body Corporate;

(ii)all Liabilities incurred by the Director in relation to actual, threatened or

potential Proceedings; and

(iii)subject to clause 2.1(b), all Liabilities incurred by the Director in the Director’s

capacity as an officer of the Company or of a Related Body Corporate for

Proceedings brought by the Director against third parties in order to protect

the Director’s interests or reputation. This indemnity includes, without

limitation, a liability for reasonable legal costs on a solicitor and own-client

basis.

(b)The Company will only indemnify the Director under clause 2.1(a)(iii) if the Director

first obtains the written consent of the Board which:

(i)must not be unreasonably withheld or delayed; and

(ii)may be provided subject to any conditions the Board considers appropriate

(acting reasonably) including, without limitation, as to the treatment of all or

any damages or other compensation received by the Director in respect of

any Proceedings.

1.2Continuing indemnity

(a)The indemnity in clause 2.1 is an irrevocable, unconditional, continuing and principal

obligation of the Company despite:

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(i)the resignation or removal of the Director as a director of the Company;

(ii)the settlement of any dispute between the Director and the Company or a

third party;

(iii)any amendment or variation to, or replacement of, the Constitution;

(iv)any intermediate payments, settlement of accounts or payments;

(v)laches, acquiescence or delay on the part of the Director;

(vi)the death, bankruptcy, insolvency or liquidation of any person or corporation;

(vii)the occurrence of any other thing, including any other thing which might

otherwise affect the indemnity whether at law or in equity,

and remains in full force and effect until released by the Director.

(b)The Company shall not be obliged to indemnify the Director under this deed where

the Director fails to perform any of the obligations set out in clause 3.5 to the material

prejudice of the Company.

(c)The indemnity in clause 2.1 enures to the benefit of the Director’s estate.

1.3Additional indemnity

The indemnity in clause 2.1 is in addition to any indemnity contained in the Constitution from

time to time.

3Conduct and obligations

1.1Notification

The Director must give notice to the Company as soon as reasonably practicable after the

Director becomes aware of any facts, matters, circumstances, or any threatened or pending

Claim against the Director or decision to make a Claim against a third party, which could give

rise to a Claim for indemnification under this deed.

1.2Advancement or payment of costs

(a)On the Director’s request, the Company will advance to or pay on behalf of the

Director, reasonable costs incurred or expected to be incurred by the Director

(whether legal or otherwise) in connection with Proceedings on terms determined by

the Board except that any such advance will be interest free and on an unsecured

basis.

(b)The Director must furnish the Company with invoices or other relevant evidence

satisfactory to the Company of the costs incurred or expected to be incurred for the

purposes of clause 3.2(a).

(c)If the Company has advanced an amount for costs under clause 3.2(a), the amount of

the advance will be in part satisfaction of the Company’s obligation to indemnify the

Director and will cease to be repayable unless it is subsequently found that the

Director was not entitled to be indemnified for those costs.

(d)If the Director has a right of recovery from a third party in respect of some or all of the

Liabilities, the Director must use best efforts to exercise the right of recovery within 10

days of payment being received and account to the Company for any such amount.

(e)If the Company has advanced or otherwise paid an amount under clause 3.2(a) and it

is subsequently found that the Director was not entitled to the advancement or

payment of those costs, the Director must repay this amount to the Company within

30 days of a request from the Company being received by the Director.

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1.3Proceedings

(a)The Company may:

(i)assume the conduct, negotiation or defence of a Claim;

(ii)institute legal proceedings (including a counterclaim or cross claim) in relation

to a Claim; and

(iii)subject to clause 3.4, retain lawyers to act on behalf of both the Company

and the Director in relation to the Claim,

(iv)and, when it does so, the conduct of the claim will be under the management

and control of the Company or its insurers (acting reasonably).

(b)The Company must:

(i)notify the Director as soon as reasonably practicable if it intends to take any

action under clause 3.3(a);

(ii)consider the reputation of the Director in acting under clause 3.3(a); and

(iii)not unreasonably withhold or delay its decision under clause 3.3(b)(ii).

(c)If the Company does not elect to take control of the conduct of proceedings under

clause 3.3(a), the Director must ensure that the Company is kept fully informed of any

actual or proposed developments (including, without limitation, any meetings) and is

provided with copies of all material correspondence and documentation relating to

such third party Claim or action, and such other information, assistance and access to

records and personnel as the Company reasonably requires, other than any

correspondence, documents or information to which any legal professional privilege

attaches for the benefit solely of the Director.

1.4Legal representation

(a)The Director may obtain independent legal representation in respect of the conduct,

negotiation or defence of any advice, Claim or Proceeding against the Director as a

result of or arising from being a director of the Company or a Related Body

Corporate.

(b)The Company will reimburse the Director within 10 days of receipt of a written request

for reimbursement from the Director for expenses payable by the Company under this

deed to the extent that those expenses are:

(i)reasonable and incurred prior to the Company assuming conduct of the

Claim;

(ii)incurred with the Company’s prior written authority (which must not be

unreasonably withheld or delayed); and

(iii)reasonable and incurred where it could be reasonably expected that a conflict

between the interests of the Director and the Company (or a Related Body

Corporate) would arise should the same lawyers act on behalf of both parties.

1.5Director’s obligations

To the extent permitted by law, the Director must:

(a)give notice to the Company promptly on becoming aware of any claim, or any

circumstances which could reasonably be expected to give rise to any claim, that may

give rise to a right for the Director to be indemnified under this deed;

(b)take any reasonable action to avoid, resist, dispute, bring an appeal in, compromise

or defend any Claim;

(c)not make an admission of liability or payment in respect of or settle or compromise

any Claim without the Company’s prior written consent (which must not be

unreasonably withheld or delayed);

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(d)render all reasonable assistance to the Company in the conduct of any Claim,

including (but not limited to) providing documents, authorities and directions that the

Company requires to prosecute or advance any cross claim or counterclaim; and

(e)on request by the Company, do anything reasonably necessary or desirable to enable

the Company (so far as possible) to be subrogated to and enjoy the benefits of the

Director’s rights in relation to any cross-claims or any Claims against any third party

and render any assistance that is reasonably requested by the Company for the

purpose,

and the Company is not obliged to indemnify the Director under this deed or otherwise where

the Director fails to perform any of these obligations to the material prejudice of the Company.

4Insurance

1.1Obligation to maintain D&O Policy

(a)Subject to clause 4.2 and to the extent permitted by law, the Company must:

(i)at all times during the Protection Period maintain a D&O Policy consistent

with clause 4.2; and

(ii)not undertake any actions which will, or is likely to, reduce or invalidate the

cover under the D&O Policy, other than making a claim.

1.2Terms and conditions of Policy

(a)Subject to law, the terms of the D&O Policy must, to the extent that such a policy is

available from a reputable insurance company at reasonable commercial rates:

(i)cover the Liabilities which may be incurred by the Director during the

Protection Period arising from the Director acting as a director of the

Company; and

(ii)provide for the terms, conditions, exclusions and additional cover (including

premiums, insuring clauses, exclusions and excess amounts) as are

reasonably appropriate for a company of similar industry and annual revenue;

and

(iii)be in a form and extend to an amount of cover substantially similar to the

policy existing at the time of entering into the deed and in any event is at least

as comprehensive as the insurance policies effected for the benefit of the

existing directors of the Company from time to time during the Protection

Period.

1.3Obligations of Director

(a)The Director undertakes to comply with the obligations and requirements provided for

under the D&O Policy and to take reasonable steps to enable the Company to

maintain the D&O Policy under this deed.

(b)The Director undertakes to disclose to the Company all known relevant matters which

may lead to a claim being made against the Company or the Director, as soon as

practicable after becoming aware of such matters.

(c)To the extent required to comply with its disclosure obligations in relation to the D&O

Policy, the Company will seek information from the Director within a reasonable

period before the renewal of the policy.

(d)The Director acknowledges that negotiations undertaken by the Company on the

terms of the D&O Policy may result in the insurer varying the terms of the D&O Policy.

1.4Obligations of Company

(a)The Company must provide the Director with a copy of the D&O Policy and certificate

of insurance upon request by the Director.

(b)The Company must:

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(i)to the maximum extent permitted by law, pay the cost of any premiums under

the D&O Policy;

(ii)not do any act which will, or is likely to, reduce the cover provided for under

the D&O Policy (other than by making a claim under the D&O Policy); and

(iii)notify the Director upon becoming aware that the D&O Policy has been

cancelled, not renewed, or there is a material reduction in the terms of the

D&O Policy.

5Access to Board Papers

1.1Company to maintain records

(a)Subject to clause 5.1(b), the Company must maintain, and must use all reasonable

endeavours to procure that each Relevant Company maintains, a complete set of

Board Papers in an organised and secure manner for the duration of the Protection

Period.

(b)Where Board Papers were bought into existence before the date of this deed, the

Company complies with its obligations under clause 5.1(a) if it uses all reasonable

endeavours to collate and keep, and if it uses all reasonable endeavours to procure

each Relevant Company to collate and keep, those Board Papers in the manner

required by clause 5.1(a).

1.2Right of inspection

(a)Subject clause 5.4, where a request is received during the Protection Period in

accordance with clause 5.3, the Company must within 7 Business Days, permit the

Director (or a person nominated in writing by the Director) to inspect (at the

Company’s registered office or any other place agreed by the Company and the

Director) and copy Board Papers during Business Hours at no cost to the Director,

where such request is in relation to:

(i)Proceedings brought or which may be brought against the Director, or to

which the Director is a party; or

(ii)a Permitted Purpose.

(a)Where the request relates to a Board Paper of a Relevant Company, the Company

must use all reasonable endeavours to procure the Relevant Company to take the

steps contemplated by clause 5(a).

1.3Access request

Any request for access to, or for a copy of, a Board Paper during the Protection Period must

be made by the Director to the Company in writing, and include particulars of the Board

Papers which are the subject of the request and the purpose for which access is required.

1.4Ownership of Board Papers

The Director acknowledges that the Company or the Relevant Company (as the case may be)

remains the owner of all Board Papers and may request the Director to return or destroy all

copies of Board Papers within 7 Business Days after such time as the purpose for the access

request made under clause 5.3 no longer exists.

1.5Privilege

(a)If the Company or Relevant Company (as the case may be) has any right (including a

right it has jointly or in common with the Directors and others) to privilege, such as

legal professional privilege, in respect of any document which the Director inspects,

copies or uses under this deed or under the Corporations Act or under the general

law rights of a director:

(i)that document is to be taken to be confidential;

(ii)by permitting the inspection, copying or use to the Director or the Director’s

permitted nominee, the Company does not waive any privilege; and

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(iii)in so inspecting, copying or using the document by himself or herself or

through the Director’s permitted nominee, the Director must use best efforts

to ensure that so far as is practical the right to privilege is not lost or waived,

whether by the Director or the Director’s nominee or otherwise.

(b)Nothing in this deed or done pursuant to this deed prevents the Company or Relevant

Company (as the case may be) from relying on privilege in proceedings between the

Director and the Company or Relevant Company (including in respect of a document

which the Company or Relevant Company has disclosed to the Director outside those

proceedings).

1.6No limitation

This clause 5 does not limit any right of access the Director otherwise has to Board Papers.

6Confidentiality and privilege

(a)Subject to any obligation under law, the Director must during the term of office and

after ceasing to be a director, maintain the confidentiality of all information contained

in a Board Paper unless:

(i)disclosure is required by law;

(ii)the Company or the Relevant Company (as the case may be) has given its

prior written consent to disclosure;

(iii)the disclosure is made for the purpose of obtaining professional advice or for

a proper purpose and in the due performance of the Director’s duties; or

(iv)the information is required for the purpose of Proceedings or the threat of

Proceedings in relation to which the Director was given access to the Board

Papers,

and the Director uses the Director’s best endeavours to ensure all information

disclosed is kept confidential.

(b)Nothing in clause 6(a) is intended to replace or reduce the duties which the Director

may have, at law, to the Company or a related body corporate.

(c)Where the Director is entitled to disclose confidential information under clause 6(a)

and the information is that to which legal professional privilege attaches:

(i)unless the Company or the Relevant Company (as the case may be)

expressly states otherwise, it is the Company’s or the Relevant Company’s

(as the case may be) intention that the giving of access to the Director in no

way waives or diminishes the Company’s or the Relevant Company’s right to

claim legal professional privilege; and

(ii)the Director must use its best endeavours to avoid doing anything which will

cause privilege to be waived, extinguished or lost by the Company or the

Relevant Company in relation to third parties.

7Taxation and costs

1.1Taxation and duty

(a)If a government authority imposes any tax on a sum paid to the Director under this

deed, then the Company or the Relevant Company (as the case may be) must

increase the amount paid to the Director so that the net amount to which the Director

becomes entitled after deduction of all applicable taxes is equal to that which would

have been payable under the deed had no such tax been imposed.

(b)The Company or the Relevant Company (as the case may be) must pay any stamp

duty chargeable on this deed.

1.2Costs

Each party must bear its own costs of negotiating, preparing and executing this deed.

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8General

1.1Governing law and jurisdiction

This deed is governed by the laws of Victoria, Australia and each party irrevocably submits to

the non-exclusive jurisdiction of the courts of Victoria, Australia.

1.2Counterparts

This deed may be executed in counterparts. All executed counterparts constitute one

document.

1.3Unenforceable provision

If a provision in this deed is wholly or partly invalid or unenforceable in any jurisdiction, the

provision or part of it that is invalid or unenforceable must, to that extent and in that

jurisdiction, be treated as deleted from this deed. Any provision removed under this clause 8.3

does not affect the validity or enforceability of the remaining provisions in that jurisdiction or

any other jurisdiction.

1.4Survival

Each obligation of confidence and indemnity in this deed is a continuing obligation, separate

and independent from the other obligations and survives termination of this deed for any

reason.

1.5Further action

Each party must, at its own expense, do all things reasonably necessary (including executing

all documents) to give full effect to this deed and the transactions contemplated by it.

1.6Exclusion of moratoria

Any statute, moratorium or other governmental order that prejudicially affects the rights,

powers or discretions of the parties under this deed does not apply to this deed unless the

application is mandatory.

1.7Variation and waiver

(a)This deed may only be varied in writing signed by each party.

(b)A party does not:

(i)waive a right, power, or remedy unless it does so in writing and any such

waiver is only effective for the specific instance for which it is given; or

(ii)waive a right, power, or remedy if it fails to exercise or delays in exercising

the right, power or remedy.

(c)A single or partial exercise of a right by a party does not prevent another further

exercise of that right, power, or remedy.

1.8Notices

Any notices or other communications under this deed must be in writing addressed to the

recipient as detailed on this deed and hand delivered or sent by prepaid post or facsimile to

the number as specified to the sender by notice.

1.9Entire Agreement

This deed embodies the entire agreement between the parties with respect to the subject

matter of this deed and supersedes any prior negotiation, arrangement, understanding or

agreement with respect to the subject matter of any term of this deed.

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Execution Page

EXECUTED AS A DEED


Executed by Telix Pharmaceuticals Limited ACN 616 620 369 in accordance with the Corporations Act 2001 (Cth) by being signed by the following officers:


Director Christian Behrenbruch			Director/Secretary Genevieve Ryan
\
Name (please print)			Name (please print)


Signed, sealed and delivered by [insert full name of Director] in the presence of:


[insert full name of Director]			Witness

			Name (please print)