EX-4.10






Exhibit 4.10




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN

THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION PURSUANT TO

RULE 24B-2 OF THE SECURITIES EXCHANGE

ACT OF 1934, AS AMENDED




PATENT LICENSE AGREEMENT



This Agreement, is made by and between:



NOVOGEN LIMITED ACN 063 259 734 and NOVOGEN RESEARCH PTY LIMITED ACN 060 202 931 each with its
principal place of business at 140 Wicks Road, North Ryde, NSW 2113, Australia and NOVOGEN INC of
1013 Centre Road, Wilmington, Delaware, United States of America (hereinafter together referred to
as “Novogen”)



AND



PROTEIN TECHNOLOGIES INTERNATIONAL, INC. (a subsidiary of Ralston Purina Company) which is a
corporation of the state of Delaware, having its principal place of business at Checkerboard
Square, St. Louis, Missouri 63163-0001 (hereinafter “PTI”),




WITNESSETH, THAT:



The parties agree as follows:




Article I — Definitions





	1.01	 	“Patent Rights” shall mean the patents and patent applications listed on Schedule A and U.S.
patents issuing from such applications, together with any foreign counterparts of such
patents, including any continuations, divisions, continuations-in-part, reexaminations, and/or
reissues thereof and assigned to Novogen Limited pursuant to the transactions effected by the
documents in Schedule B.
	 
	1.02	 	“Royalty-Bearing Product” shall mean a pharmaceutical preparation (including prescription
drug products and over the counter pharmaceutical products), a DSHEA product, and Other
Products (excluding food including soy protein food ingredient products such as soy protein
isolates and soy protein concentrates) in which the biologically active component in the
preparation is derived from soy and consists essentially of at least one concentrated,
phytoestrogen-derived isoflavone as covered by a valid and enforceable claim under the Patent
Rights.
	 
	1.03	 	“Territory” shall mean worldwide excluding Australia and New Zealand except as other provided
in clause 2.01.
	 
	1.04	 	“Net Sales” shall mean, with respect to any quantity of Royalty-Bearing Product subject to
royalty hereunder that is sold by PTI or an Affiliate to a Third Party, the gross sales price
for that quantity, less freight from manufacturing to the final destination, duties, and other
port expenses, commission, allowances, insurance on shipments, forwarder/importer fees, that
are included in its gross sales price. No deduction from the gross sales price shall be made
for any item of cost incurred by the seller in its own operations incident to the manufacture,
or sale of the product sold.




 









 






	1.05	 	“Affiliate” shall mean (a) any business entity which controls at least fifty percent (50%) of
the equity or voting stock of either party or (b) any business entity fifty percent (50%) of
whose equity or voting stock is owned or controlled by either party or any entity defined in
(a).
	 
	1.06	 	“Third Party” shall mean a party other than the parties to this Agreement or an Affiliate of
the parties to this Agreement.
	 
	1.07	 	“Effective Date” shall mean the date on which the last of the parties to this Agreement signs
the Agreement.
	 
	1.08	 	“Subscription Agreement” shall mean the agreement between Novogen and Ralston Purina Company
dated the same date as this Agreement under which Ralston Purina Company agrees to subscribe
for shares in the capital of Novogen Limited.





Article II — Grant





	2.01	 	Novogen hereby grants to PTI and PTI hereby accepts a sole and exclusive license, including
the right to grant sublicenses, under the Patent Rights to make, have made, use, sell, offer
for sale and import products containing soy-derived biologically active compounds, including
but not limited to isoflavones, wherein the product, its manufacture or the use thereof is
covered by the Patent Rights. This license shall be in all fields of use in the Territory
except that Novogen shall have the right to sell products currently being sold by Novogen in
the United Kingdom at the Effective Date of this Agreement until such time as PTI or its
sublicensee or its assignee markets its own comparable product in the United Kingdom under the
Patent Rights, at which time this exception shall be revoked by giving Novogen six (6) months
written notice at the time that PTI or is sublicensee or assignee commences the marketing of a
comparable product.





Article III — Payments and Royalties





	3.01	 	In consideration of the rights granted in clause 2.01 above, PTI shall pay the following to Novogen:






	 	(a)	 	A license fee which shall be payable at the execution of both this Agreement
and the Subscription Agreement. The license fee shall be determined by subtracting the
amount paid pursuant to clause 3.3 of the Subscription Agreement from [***] dollars
(U.S. $[***]).
	 
	 	(b)	 	An annual minimum payment cumulatively creditable against future royalties
payable under clause 3.1(c) shall be paid according to the following schedule:






	 	(i)	 	[***]1 dollars ($[***]) by December 31, 2001;
	 
	 	(ii)	 	[***] dollars (U.S. $[***]) by December 31, 2002;
	 
	 	(iii)	 	[***] dollars (U.S. $[***]) by December 31, 2003, and annually
thereafter for so long as this Agreement is in effect;






	 	(c)	 	An annual tiered royalty on the cumulative Net Sales of all quantities of
Royalty-Bearing Product(s) sold by PTI that are covered by valid and enforceable Patent
Rights shall be paid according to the following schedule and in accordance with clause
4.02:






	(1)	 	for all pharmaceutical products including prescription drug products and over the counter
pharmaceutical products:







 




			
	1	 	[***] Confidential treatment requested.




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	 	(a)	 	a [***]% royalty on the
cumulative Net Sales of all such products until such Net Sales
reach [***] dollars (U.S. $[***]);
	 
	 	(b)	 	once the cumulative Net Sales of
all such products exceeds [***] dollars (U.S. $[***]), then the
royalty shall be [***]% on the cumulative Net Sales of all such
products which are in the range from [***] dollars (U.S. $[***])
up to [***] dollars (U.S. $[***]);
	 
	 	(c)	 	once the cumulative Net Sales of
all such products exceeds [***] dollars (U.S. $[***]), then the
royalty shall be [***]% on the cumulative Net Sales of all such
products which are in the range from [***] dollars (U.S. $[***])
up to [***] dollars (U.S. $[***]);
	 
	 	(d)	 	once the cumulative Net Sales of
all such products exceeds [***] dollars (U.S. $[***]), then the
royalty shall be [***]% and remain at [***]% on the cumulative
Net Sales of all such products above [***] dollars (U.S.
$[***]);






	(2)	 	for all DSHEA products and all Other Products (excluding food including soy protein food
products such as soy protein isolates and soy protein concentrates):






	 	(a)	 	a [***]% royalty on the
cumulative Net Sales of all such products until such Net Sales
reach [***] dollars (U.S. $[***]);
	 
	 	(b)	 	once the cumulative Net Sales of
all such products exceeds [***] dollars (U.S. $[***]), then the
royalty shall be [***]% royalty on the cumulative Net Sales of
all such products which are in the range from [***] dollars
(U.S. $[***]) up to [***] dollars (U.S. $[***]); and
	 
	 	(c)	 	once the cumulative Net Sales of
all such products exceeds [***] dollars (U.S. $[***]), then the
royalty shall be [***]% and remain at [***]% on the cumulative
Net Sales of all such products above [***] dollars (U.S.
$[***]).






	3.02	 	If PTI enters into a sublicense with a Third Party or an assignment for consideration to a
Third Party under any of the Patent Rights granted in the patent license agreement, then PTI
shall remit [***] percent ([***]%) of any license fee and royalty received by PTI from the
sublicensee or the consideration received for an assignment.
	 
	3.03	 	PTI shall have the right to terminate the license by electing in writing not pay any of the
minimum payments set forth in clause 3.01 above prior to the date on which the relevant
minimum payment is due.
	 
	3.04	 	Novogen shall have the right to terminate this Agreement by written notice to PTI if PTI
fails to start marketing a Royalty-Bearing Product by December 31, 2003.
	 
	3.05	 	In the event that any quantity of Royalty-Bearing Product subject to royalty hereunder is
used in the manufacture of another product subject to royalty hereunder or is sold to a
sublicensee or an Affiliate of PTI, or if rights under more than one patent are used, only one
royalty shall be paid to Novogen, in order that duplication or royalties be avoided.
	 
	3.06	 	PTI shall pay all taxes and charges imposed by any government taxing authority (other than
the United States or a subdivision thereof) with respect to payments by PTI to Novogen for
transfer of information or Patent Rights hereunder. Notwithstanding the foregoing, to the
extent that PTI is required by an applicable income tax law to withhold a portion of the
payment owing to Novogen




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	 	 	hereunder, Novogen shall accept the resulting net payment as due performance
under this Agreement. PTI shall, however, take all necessary steps to secure
the benefit of any reduction of withholding tax rate available under treaty and
shall promptly provide Novogen with a receipt for any tax withheld. Receipts
should be sent to the address specified in clause 4.01.






	3.07	(a)	 	In the event that the parties determine that
PTI cannot manufacture, use, sell, offer for
sale or import Royalty-Bearing Product
without infringing the patent rights of a
third party, PTI may negotiate with the
Third Party for a license under the Third
Party’s patent rights and will be permitted
to reduce royalties payable to Novogen by
the amount which PTI is obligated to pay
such Third Party; provided, however, that
such reduction shall not reduce the
royalties payable to Novogen to an amount
less than [***] percent ([***]%). The
parties shall endeavour to cooperate to
resolve any differences under this provision
to their mutual benefit.
	 
	 	(b)	 	In the event that the parties cannot resolve their differences under clause
3.07(a), then the parties may agree to submit their dispute to arbitration by and in
accordance with the rules then in effect of the American Arbitration Association;
provided, however, that any reduction in royalties determined by the arbitrator shall
not reduce the royalties payable to Novogen to an amount less than [***] percent
([***]%).
	 
	 	(c)	 	In the event that a court of competent jurisdiction from which no appeal can be
taken determines that a Royalty-Bearing Product infringes the patent rights of a Third
Party and as a result thereof, PTI and the Third Party enter into a license agreement
then PTI will be permitted to reduce royalties payable to Novogen as set forth in
clause 3.07(a) above.





Article IV — Reports and Accounting





	4.01	 	Any notice to be given to either party by the other pursuant to this Agreement shall be
deemed to be sufficiently given when mailed to such party by registered or certified mail,
postage prepaid, sent to its address or by telecopier to the numbers specified as follows or
to any address or telecopier number later provided by one party to the other.






	 	For Novogen:	 	 140 Wicks Road

North Ryde NSW 2113

Australia
	 
	 	 	 	Facsimile: 61 2 9878 0058
	 
	 	 	 	Attention: Company Secretary
	 
	 	For PTI:	 	 Checkerboard Square

St. Louis, Missouri 63163-0001
	 
	 	 	 	Facsimile:
	 
	 	 	 	Attention: General Counsel






	4.02	 	PTI, shall within thirty days of the end of each calendar quarter provide a written report to
Novogen setting out the following information:






	 	(a)	 	the total quantity of
Royalty-Bearing Products sold during the calendar quarter by
reference to each category of Royalty-Bearing Products and
country in which the Royalty-Bearing Products were sold;
	 
	 	(b)	 	the calculation of royalties; and




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	 	(c)	 	the exchange rate used for the
purposes of clause 5.01 to calculate the royalties payable,
	 
	 	and pay the royalties due to Novogen.






	4.03	 	Within 60 days of the last calendar quarter of each year, PTI shall provide to Novogen a
written report which reconciles all the information contained in the reports provided under
clause 4.02 for the year and pay to Novogen any additional royalty owing to Novogen. Any
overpayment in royalties by PTI will be credited against future royalty payments owing to
Novogen.
	 
	4.04	 	PTI shall keep adequate records in sufficient detail to enable the royalty due from PTI
hereunder to be determined, and permit said records to be inspected at a mutually agreed upon
time during regular business hours by an independent auditor appointed and paid for by Novogen
to which PTI has no reasonable objection for this purpose, who shall report to Novogen only
the amount of the royalty payments due hereunder. Such inspection of records may not occur
more than once in any one calendar year; no records shall be required to be kept for more than
three (3) calendar years.
	 
	4.05	 	Invalidation by a court of competent jurisdiction from which no appeal is taken of any
claim(s) of the patent(s) comprising the Patent Rights, notwithstanding any other clauses of
this Agreement to the contrary, shall not terminate this Agreement, but shall only terminate
the future obligation of PTI to pay royalties to Novogen under the invalidated claim(s).





Article V — Currency Conversion





	5.01	 	Fees shall be paid in U.S.A. dollars. For converting into U.S.A. dollars any fee that
accrued in another currency, there shall be used the closing buying rate of the Wall Street
Journal applicable to royalty or fee transactions under exchange regulations for the
particular currency on the last business day for the accounting period for which payment is
due.
	 
	5.02	 	To the extent that statutes, laws, codes, or government regulations (including currency
exchange regulations) shall prevent or limit royalty payments by PTI or its sublicensees in
any country, then in that event, PTI shall render to Novogen semi-annual reports of Net Sales
in such country. All monies due and owing Novogen as provided in said semi-annual reports
shall promptly be deposited by PTI in an account in a local bank in such country to be
designated by Novogen in writing.





Article VI — Public Reference and Marking





	6.01	 	Neither party shall use the name of the other party in advertising or promotional literature
without the prior consent of the other party.
	 
	6.02	 	No public announcement or other disclosure to third parties concerning the terms of this
Agreement shall be made by either party without first obtaining the approval of the other
party.





Article VII — Term and Termination





	7.01	 	Unless sooner terminated in accordance with any of the succeeding provisions of this Article
VII or as provided elsewhere, this Agreement shall continue in full force and effect until the
expiration or invalidation of the last patent of the Patent Rights.
	 
	7.02	 	In the event that any stipulation or provision of this Agreement is breached by PTI, Novogen
upon sixty (60) days written notice to PTI may terminate this Agreement. However, if such
breach is corrected within the sixty (60) day period, and there are no unreimbursed damages
resulting from the breach, the Agreement shall continue in force.




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	7.03	(a)	 	Should PTI (1) become insolvent or (2) make an assignment for the benefit of creditors,
or (3) permit or procure the appointment of a receiver for its assets, or (4) become the
subject of any bankruptcy, insolvency or similar proceeding, then this Agreement may be
terminate at Novogen’s election.
	 
	 	(b)	 	Should Novogen (1) become insolvent or (2) make an assignment for the benefit
of creditors, or (3) permit or procure the appointment of a receiver or liquidator for
its assets, or (4) become the subject of any bankruptcy, insolvency or similar
proceeding, then PTI shall have the right to continue to its license under the Patent
Rights, to the extent permissible by law, and shall have the right to provide such
value under the license to render the license profitable, in accordance with Australian
Corporations Law, to prevent the disclaimer of the license.






	7.04	 	If Ralston Purina Company breaches the Subscription Agreement, Novogen may terminate this
Agreement provided, however, that Novogen has satisfied the requirements of clauses 2.1(b) to
2.1(e) inclusive of the Subscription Agreement. Novogen shall not have the right to terminate
this agreement, as set forth in this paragraph 7.04, if DuPont or PTI makes the payment of the
second part of the Subscription Agreement, as set forth in part IV of the Subscription
Agreement.
	 
	7.05	 	Termination shall not relieve either party of any obligation which arises hereunder before
termination including obligations under Article III, Article IV, Article V, and Article VIII
and upon termination of this Agreement for any reason all royalties due to Novogen shall be
paid immediately by PTI or within such further period as specified by Novogen.





Article VIII — Confidentiality





	8.01	(a)	 	It is contemplated that it may be necessary for
either party to disclose certain technical and
commercial information relating to the subject
matter of this Agreement which is regarded as
confidential. Such information can be
disclosed subject to the following. The
existing confidentiality agreement executed on
1 July 1997 shall remain in full force and
effect and any confidential information
disclosed pursuant to the terms thereof will be
governed by the terms set forth herein. Except
as hereafter specifically authorized in writing
neither party shall, for so long as this
Agreement is in effect and for a period of
three (3) years thereafter, disclose any
information hereunder in writing (or in
tangible form), and designated confidential or
if disclosed orally or visually, is promptly
confirmed and designated confidential in
writing within thirty (30) days of the
disclosure; provided, however, that these
obligations of nondisclosure shall not apply to
any information which is:






	 	(i)	 	in the possession of the receiving party prior to receipt
thereof as shown by the receiving party’s written records;
	 
	 	(ii)	 	already available or become available to the public through no
fault of the receiving party;
	 
	 	(iii)	 	received by or for the receiving party from a third party
having the right to disclose it; or
	 
	 	(iv)	 	developed by or for the receiving party independent of any
disclosure hereunder.






	 	(b)	 	both parties will use the same level of care to prevent the use of disclosure
of information as they exercise in protecting their own information of a similar nature
but not less than a reasonable exercise of care to prevent such disclosure.




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	 	(c)	 	either party is permitted to disclose such confidential information to the
extent reasonably necessary to exercise its license or as required by law.





Article IX — Governing Law





	9.01	 	This Agreement shall be construed in interpreted according to the laws of the New South
Wales, Australia provided that all questions concerning the construction or effect of patent
applications and patents shall be decided in accordance with the laws of the country in which
the particular patent applications or patent concerned has been filed or granted, as the case
may be.
	 
	9.02	 	In the event that any condition or provision in any clause of this Agreement shall be held by
a court of competent jurisdiction from which there is no appeal, to be invalid or illegal or
contrary to public policy, this Agreement shall be construed as though such provision or
condition did not appear and the remaining provisions shall continue in full force and effect.





Article X — Assignability





	10.01	 	This Agreement and the right herein are personal to PTI and shall not be assignable or
otherwise transferable by PTI without Novogen’s written consent, which consent shall not be
unreasonably withheld.





Article XI — Change of Control





	11.01	 	PTI shall as soon as practicably possible following a Change in Control notify Novogen of
that change in ownership or control and the effective date of the change. For the purposes of
this clause 11, a “Change in Control” occurs where an entity other than Ralston Purina Company
or E.I. du Pont de Nemours & Company owns or controls or becomes entitled to own or control in
excess of 50% of the equity or voting stock of PTI.
	 
	11.02	 	If there is a Change in Control of PTI, this Agreement shall continue if full force and
effect subject to clause 11.03.
	 
	11.03	 	On the effective date of the Change in Control, PTI or, should PTI merge or be re-organised,
the resultant organisation (the “Resultant Organisation”) shall be required to comply with
minimum performance requirements as set out in clause 11.04 and if PTI or the Resultant
Organisation does not comply with the minimum performance requirements for a period of two
years, Novogen may by written notice to PTI or the Resultant Organisation elect to convert
this Agreement to a non-exclusive licence agreement.
	 
	11.04	 	For the purposes of clause 11.03, the minimum performance requirement in any year will be
[***]% of the total sales of Royalty-Bearing Products sold by PTI (whether by itself, its
affiliates and its sub-licensees) during the 12 months immediately preceding the effective
date of the change in ownership or control.





Article XII — Alternative Dispute Resolution





	12.01	 	Where there is a dispute between the parties to this Agreement about a matter that is not
material to the Agreement (the “Dispute”), either party may give the other party a written
notice specifying that a Dispute exists and the nature of the Dispute. The parties shall
attempt to resolve the Dispute by Negotiation.
	 
	12.02	 	If the Dispute is not resolved within 90 days of the date of the notice issued under clause
12.01 (or such later date as is agreed by the parties), the Dispute will be referred to the
Australian Commercial Disputes Center (“ACDC”) for expert determination. The expert
determination will be




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	 	 	conducted in accordance with the ACDC Expert Determination Guidelines which are incorporated
into this Agreement by this clause 12.02.
	 
	12.03	 	Neither party is entitled to commence or maintain any proceeding in any court or other
tribunal in respect of a Dispute unless the procedures of this clause 12 are followed.





Article XIII — Warranties and Representations





	13.01	 	Novogen hereby warrants and represents that it has full right, title and interest in and to
the Patent Rights; that there are no outstanding written or oral agreements inconsistent with
this Agreement to which Novogen is a party; that Novogen will not take any action inconsistent
with the Patent Rights granted herein; that the Patent Rights do not constitute the subject
matter of any currently pending litigation of which Novogen is aware; and Novogen is free to
enter into this Agreement without any burdens, encumbrances, restraints or limitations of any
kind which could adversely affect the rights or PTI under this Agreement. No warranty about
the validity and/or enforceability of the Patent Rights is made by Novogen except that the
Patent Rights are not invalid or unenforceable as a result of fraudulent representations to
any governmental entity responsible for granting any patent within the Patent Rights.





Article XIV — Abatement of Infringement





	14.01	 	If at any time any third party shall infringe under any of the Patent Rights licensed
hereunder to a commercially substantial extent any unexpired patent licensed hereunder then
PTI may promptly either (1) obtain a discontinuance of said infringing operations or (2) bring
suit at its own expense against such infringer, bringing said suit in the name of PTI, or if
so required by the law of the forum, bring suit in the name of Novogen or joining Novogen as a
party plaintiff with PTI. For this purpose Novogen shall execute such legal papers necessary
for the prosecution of such suit as may be reasonably requested by PTI.
	 
	14.02	 	Whenever any suit for infringement is brought against any infringer by PTI as above
provided, PTI shall immediately notify Novogen of such suit. At any time within six (6)
months of the receipt of such notification, Novogen may notify PTI that Novogen elects to
participate in such suit, whereupon the costs and expenses of such suit and all recoveries
therefrom shall be shared equally by the parties hereto; otherwise, PTI shall be liable for
all costs and expenses of such litigation and PTI shall be entitled to receive and retain all
recoveries therefrom.
	 
	14.03	 	Novogen shall have the right, in any suit brought by PTI pursuant to clause 14.01 of this
article, to be represented at its own expense by counsel of its own selection to the extent of
having access to full information and opportunity to be heard in the councils of PTI, but such
expense shall not be considered as costs or expenses of the litigation unless Novogen elects
to participate in the suit as provided in clause 14.02 of this Article.





Article XV — Patent Prosecution and Maintenance





	15.01	 	In the event that any extraordinary developments should arise in connection with the
prosecution of the Patent Rights licensed hereunder, including but not limited to
interferences, reexaminations and the like, then if the parties agree that PTI should assume
responsibility (with advice from Novogen) for such developments including responsibility for
the costs associated therewith then the payment by PTI of such expenses will be fully
creditable against future earned royalty payments.
	 
	15.02	 	Novogen shall pay all prosecution expenses except as set forth in clause 15.01 above,
maintenance fees and annuities required to maintain the patents included in the Patent Rights
valid and enforceable.




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Article XVI — Indemnity





	16.01	 	PTI hereby agrees to indemnify, defend, and hold harmless Novogen, its Affiliates,
directors, officers, employees and agents from and against all losses arising out of or in
connection with the failure of a Royalty-Bearing Product manufactured by PTI including but not
limited to, any actual or alleged injury, damage, death or other consequence occurring to any
person as a result, directly or indirectly, of the possession or use of any Royalty-Bearing
Product, whether claimed by reason of breach or warranty, negligence, product defect or
otherwise, and regardless of the form in which any such claim is made.





Article XVII — Entirety and Miscellaneous





	17.01	 	This Agreement embodies the entire understanding between Novogen and PTI, and there are no
understandings, conditions, warranties or representations, oral or written, express or
implied, with reference to the subject matter hereof which are not merged herein. Except as
otherwise specifically stated, no modification hereto shall be of any force or effect unless
reduced to writing and signed by both parties hereto, and expressly referred to as being a
modification of this Agreement.
	 
	17.02	 	This Agreement may be executed in any number of counterparts and all of those counterparts
taken together constitute one and the same instrument.




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives effective as of the date first written hereinabove.




	 	 	 	 	 	 	 
	NOVOGEN LIMITED	 	 
	 
	 	 
	By
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	NOVOGEN RESEARCH PTY LIMITED	 	 
	 
	 	 
	By
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 
	NOVOGEN INC	 	 
	 
	 	 
	By
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	PROTEIN TECHNOLOGIES INTERNATIONAL, INC.	 	 
	 
	 	 
	By
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date	 	 	 	 
	 

	 	 	 	 	 	 





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SCHEDULE A




PATENT RIGHTS




	 	 	 	 	 
	Title	 	US Application No	 	Filed
	 
	 	 	 	 
	Health Supplements Containing
Phyto-Oestrogens, Analogues or Metabolites
Thereof

	 	08/338,567
	 	1/12/95
	 
	 	 	 	 
	Treatment And/Or Prevention of Menopausal

	 	08/847,537
	 	5/1/97

	
Symptoms and Osteoporosis Preparation of
Isoflavones from Legumes

	 	
08/847,850
	 	
4/28/97






 









 






SCHEDULE B




AGREEMENT REFERRED TO IN DEFINITION OF “PATENT RIGHTS”

IN CLAUSE 1.1





	1.	 	Assignments of US Patent Application No. 08/338,567 and related foreign patent rights:






	 	(a)	 	Assignment from Graham Kelly to Blackmore’s Limited dated 27 October 1993;
	 
	 	(b)	 	Assignment from Blackmore’s Limited to Phytosearch Pty Limited dated 11 March
1996;
	 
	 	(c)	 	Assignment from Phytosearch Pty Limited to Novogen Research Pty Limited dated
19 August 1997;
	 
	 	(d)	 	Assignment from Phytosearch Pty Limited and Novogen Pty Limited dated 14
November 1997.






	2.	 	Assignment US Patent Application No. 08/847,537 and related foreign patent rights:






	 	(a)	 	Assignment from Graham Kelly to Novogen Inc dated 23 July 1997.






	3.	 	Assignment of US Patent Application No. 08/847,850 and related foreign patent rights:






	 	(a)	 	Assignment from Graham Kelly to Novogen Inc dated 23 July 1997.




 









 










This Agreement, is made by and between:



NOVOGEN LIMITED ACN 063 259 754 with its principal place of business at 140 Wicks Road, North Ryde,
NSW 2113, Australia (hereinafter “Novogen”)



AND



PROTEIN TECHNOLOGIES INTERNATIONAL, INC. (a subsidiary of Ralston Purina Company) which is a
corporation of the state of Delaware, having its principal place of business at Checkerboard
Square, St. Louis, Missouri 63163-0001 (hereinafter “PTI”),




WITNESSETH, THAT:





	1.	 	The parties agree that Dr Doyle H Waggle shall be a member of the Scientific Advisory
Committee of Novogen effective as of November 14 1997 and shall be entitled to all the rights
and privileges attached thereto.
	 
	2.	 	In the event that Dr Doyle H Waggle is unable to continue as a member of the Scientific
Advisory Committee and the parties cannot agree to an acceptable replacement, the Novogen
shall have the right to terminate this Agreement.
	 
	3.	 	Except as provided in paragraph 2 above, the term of this Agreement shall be for one (1) year
which shall automatically renew every year unless either party notifies the other party by
giving one (1) year’s written notice.




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives effective as of the date first written hereinabove.




	 	 	 	 	 	 	 	 	 	 	 	 
	NOVOGEN LIMITED	 	PROTEIN TECHNOLOGIES
INTERNATIONAL, INC.	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	By

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