EX-4.7



 Exhibit 4.7 
 4 December 2014 
 Triaxial Pharmaceuticals Pty Ltd (Triaxial) 

Dear Shareholders, 
 Amendment to
Convertible Note Deed Poll 
 I refer to the Convertible Note Deed Poll (Deed) signed by Novogen Limited
(Novogen or Company) on the 4th of November 2013,
which superseded the precedent Loan Agreement between Triaxial shareholders and Novogen. 
 The Deed in which you are referred to as Convertible
Note Holders (Note Holders) was signed by Novogen with the intention to extinguish the liability created by the Loan Agreement and transform your interest as creditor into an equity interest in Novogen, provided that the Company achieved
defined milestones established in the schedule of the Deed (Milestone). 
 However, it appears that the Company’s auditors, Grant
Thorton, have formed the view that some clauses in the Deed are at the origin liability. Clause 2.7(a)(ii), 2.8 and 4 (Liability Clauses) create a liability by qualifying the Convertible Note as a debt and by allowing you to redeem for cash
the remaining value of your Convertible Note that has not been converted yet, if after 3 months of achieving a Milestone the convertible note has not been converted into the corresponding amount of equity as set out by the Milestone. 

The Liability Clauses maintain the liability of the Company towards the Note Holders and affects considerably the debt of the Company. 

Considering the recent letter received from Nasdaq (See “Novogen Received Nasdaq Deficiency Notice” announced on the
12th of November 2014), the Company needs to increase its
equity to regain compliance with Nasdaq listing rule. 
 The Liability Clauses affect directly Novogen’s equity and this is why I propose
that the Deed Poll is amended by deleting these clauses to finally extinguish the debt component of the transaction. 
 A Deed of Amendment
(Amendment) has been prepared and is attached with this letter. 
 Please read it carefully and if you agree to the proposed Amendment,
sign the Approval Page of this letter where your name is indicated. 
 Once the approval of all the Note Holders has been collected, the Company
will sign the Amendment. 
 You can contact me at any time if you need clarification regarding this letter or the Amendment. 

 

	
	Yours faithfully,
	
	




	Dr. Graham Kelly
	Chairman and CEO
	Novogen Limited

 NOVOGEN LTD – ACN 063 259 754 
 16-20 Edgeworth David Ave, Hornsby, NSW, 2077 | P: +61 (0) 2 9476 0344 - F: +61 (0) 2 9476 0388 | www.novogen.com 







 Approval Page 
 Please indicate on this page if you are for or against the Amendment of the Deed as mentioned in the above letter. 
  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	Dr. Andrew Heaton	  		  	

  

	
	  

	Signature
	
	  

	Witness signature and name

  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	D&G Brown Investments Pty Ltd – ACN 156 213 660	  		  	

  

	
	  

	 Authorised representative signature and name

	
	  

	 Authorised representative signature and name


  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	Aquagolf Pty Limited – ACN 007 154 976	  		  	

  

	
	  

	 Authorised representative signature and name

	
	  

	 Authorised representative signature and name


  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	Phytose Corporation Pty Ltd – ACN 058 868 527	  		  	

  

	
	  

	 Authorised representative signature and name

	
	  

	 Authorised representative signature and name









 Approval Page 
 Please indicate on this page if you are for or against the Amendment of the Deed as mentioned in the above letter. 
  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	Mr. David Archibald	  		  	

  

	
	  

	Signature
	
	  

	Witness signature and name

  

					
	 NOTE HOLDER
	  	 FOR
	  	 AGAINST

	Mr. John Thom	  		  	

  

	
	  

	Signature
	
	  

	Witness signature and name

 NOVOGEN LTD – ACN 063 259 754 
 16-20 Edgeworth David Ave, Hornsby, NSW, 2077 | P: +61 (0) 2 9476 0344 - F: +61 (0) 2 9476 0388 | www.novogen.com 








			
	 NOVOGEN LIMITED
 16-20
Edgeworth David Ave
 Hornsby NSW 2077

Australia
 ACN 063 259 754
	 	





 DEED OF AMENDEMENT TO THE CONVERTIBLE NOTE DEED POLL 

DATE 4 December 2014 
 DETAILS:

 By: Novogen Limited (Company) 
  

			
	ABN	  	37 063 259 754
		
	 Address
	  	Suite 1.02, Level 1, 16-20 Edgeworth David Ave, Hornsby, NSW, 2077
		
	 Fax
	  	(02) 9878 0055
		
	 Attention
	  	Company Secretary

 IN FAVOUR OF: Each of the persons listed below (the Noteholders), 

 

			
	Dr. Andrew Heaton	  	Unit 111, 38 McEvoy Street, Alexandria, NSW 2015
		
	 D&G Brown Investments Pty Ltd – ACN 156 213 660
	  	c/- ‘WCM House’ 65 Hill Street, Roseville, NSW, 2069
		
	 Aquagolf Pty Limited – ACN 007 154 976
	  	PO BOX 4421 Winmalee, NSW, 2777
		
	 Phytose Corporation Pty Ltd – ACN 058 868 527
	  	c/- ‘WCM House’ 65 Hill Street, Roseville, NSW, 2069
		
	 Mr. David Archibald
	  	29 Pindari Road, City Beach, WA 6015
		
	 Mr. John Thom
	  	‘Lantegles’, Manor Drive, St Ives, Cornwall, UK

 BACKGROUND 
  

	A.	 The Company signed a Convertible Note Deed Poll (Deed Poll) on the 4th of November 2013. 


  

	B.	The Company wishes to amend the Deed Poll by deleting specific clauses that are the source of liability for the Company. 


 

	C.	The Company has requested the approval of the Noteholders to amend the Deed Poll via a letter (Approval Letter) and the Noteholders have approved the amendment
by returning a copy of the Approval Letter. 

 This Deed of Amendment witnesses as follows: 

 

	1.	Definition and Interpretation 

  

	1.1	Original Employment Agreement definitions to apply 

 DEED OF AMENDMENT TO CONVERTIBLE NOTE DEED POLL - NOVOGEN LTD – ABN 37 063 259 754 







 Subject to clauses 1.2 and 2.1 of this Deed, a term that is not defined in this Deed but
which is defined in clause 1.1 of the Deed Poll has the same meaning given to that term in the Deed Poll, unless the context requires otherwise. 
  

	1.2	Specific defined terms 


In this Deed, the following definitions apply unless the context requires otherwise. 

Deed Poll Agreement means the Convertible Note Deed Poll signed by the Company on the 4th of November 2013. 

 

	2.	Amendment of Deed Poll 

  

	2.1	Clause 1.1 

 Clause 1.1 of the
Deed Poll is amended by deleting the following terms: 
  

	 	•	 	 The definition of Redemption; and 


  

	 	•	 	 The definition of Redemption Date. 


  

	2.2	Clause 2.7(a)(ii) 

 Clause
2.7(a)(ii), “General terms of issue of Notes” of the Deed Poll is deleted in its entirety. 
  

	2.3	Clause 2.8 

 Clause 2.8,
“Status of Notes” of the Deed Poll is deleted in its entirety. 
 For the avoidance of doubt, the Notes do not
constitute a debt owed by the Company. 
  

	2.4	Clause 4 

 Clause 4,
“Redemption” of the Deed Poll is deleted in its entirety. 
 For the avoidance of doubt, this Deed cancels the right
for the Noteholders to redeem in Immediately Available Funds any of the remaining unConverted Notes that the Noteholders hold respectively. Any other reference in the Deed Poll in relation to the redemption of the Notes is null and void. 

EXECUTED as a Deed on the date set out at the commencement of this Deed. 
 Executed by NOVOGEN LIMITED - ABN 37 063 259 754: 
  

					
			
	  
	 	 	 	  

	Director	 		 	Director/Secretary
			
	  
	 	 	 	  

	Name	 		 	Name