exv4w9



 





Exhibit 4.9




EMPLOYMENT AGREEMENT made       21, June 2006




PARTIES





NOVOGEN Inc.,




of Level 4, 1177 Summer Street, Stamford, Connecticut, CT 06905, USA (“Company”)



AND





MR WARREN JAMES LANCASTER




of 262 Marvin Ridge Road, New Canaan, Connecticut, USA (“Employee")



INTRODUCTION





	A.	 	The Company carries on the Business.
	 
	B.	 	The Company wishes to employ the Employee to provide the Services.
	 
	C.	 	The parties have agreed to the employment of the Employee in accordance with the provisions
of this Agreement and with the intention that this Agreement will supersede any written or
oral agreement between the parties or between the Employee and any other member of Novogen
Group.





IT IS AGREED




1. Definitions and Interpretations





	1.1	 	In this Agreement, unless the context otherwise requires:






	 	(1)	 	“Agreement” means this employment agreement and any variation amendment or
replacement of it;
	 
	 	(2)	 	“Business” means the business carried on by the Company and the members of
the Novogen Group;
	 
	 	(3)	 	“Business Day” means a day that is not a Saturday, Sunday or any other day
which is a public holiday or a bank holiday in the place where an act is to be
performed or a payment is to be made;
	 
	 	(4)	 	“Commencement Date” means the date set out in Item 1 of the Schedule;
	 
	 	(5)	 	“Company” means Novogen Inc., and includes the successors and assigns of that
company;
	 
	 	(6)	 	“Confidential Information” means all information concerning the Business, the
business methods of the Company and any member of the Novogen Group, their
technologies, pricing policies, marketing strategies, Intellectual Property and any
other information relating to the affairs of the Company or the Novogen Group, but
does not include:






	 	(a)	 	information which was in the public domain before it was given to or accessed
by the Employee; or

(b) information which, after being given to or accessed by the Employee, became
part of the public domain other than as a result of a breach by the Employee of any
obligation of confidence to the Company or the Novogen Group;




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	 	(7)	 	“Design” has the same meaning as in the Designs Act 2003 (Cth);
	 
	 	(8)	 	“Intellectual Property” means all industrial and intellectual property rights
throughout the world, including trade marks, logos, service marks, trade names,
business names, copyrights, designs, patents, inventions, processes and other technical know-how (including extraction and manufacturing know-how),
secret information and other rights in industrial or intellectual property and
applications for them or licence agreements or other arrangements under which a
person has the right to use any of them;
	 
	 	(9)	 	“Inventions” means all inventions, discoveries and novel designs, whether or
not registrable as designs under the Designs Act 2003 (Cth) or patents under the
Patents Act 1990 (Cth), or any corresponding law in any other country, including any
inventions, developments, improvements or modifications to compounds, equipment,
technology, methods or techniques;
	 
	 	(10)	 	“Novogen Group” means the Company and each of Novogen Research Pty Limited
ACN 060 202 931, Novogen Limited ACN 063 259 754 and any Related Body Corporate of any
of them from time to time;
	 
	 	(11)	 	“Patents” has the same meaning as in the Patents Act 1990 (Cth);
	 
	 	(12)	 	“Related Body Corporate” in relation to a body corporate means a body
corporate that is related to the first mentioned body by virtue of section 50 of the
Corporations Act;
	 
	 	(13)	 	“Remuneration” means the amount determined under clause 14;
	 
	 	(14)	 	“Restraint Period” means the period described in Item 10 of the Schedule;
	 
	 	(15)	 	“Services” means the services described in clause 4 to be provided in
accordance with this Agreement; and
	 
	 	(16)	 	“Works” means all works and other subject matter as defined in the Copyright
Act 1968 (Cth), and any other thing in which copyright subsists.





1.2 Interpretation





	 	(1)	 	Reference to:






	 	(a)	 	one gender includes the other genders;
	 
	 	(b)	 	the singular includes the plural and the plural includes the singular;
	 
	 	(c)	 	a person includes a body corporate;
	 
	 	(d)	 	a party includes the party’s executors, administrators,
successors and permitted assigns; and
	 
	 	(e)	 	a statute, regulation or provision of a statute or regulation (“Statutory Provision”)
includes:






	 	(i)	 	that Statutory Provision as amended or
re-enacted from time to time; and
	 
	 	(ii)	 	a statute, regulation or provision enacted
in replacement of that Statutory Provision.





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	 	(2)	 	All monetary amounts are in Australian dollars, unless otherwise stated.
	 
	 	(3)	 	Headings are for convenience only and do not affect the interpretation, or
form part, of this Agreement.
	 
	 	(4)	 	Where a word or expression is given a particular meaning, other parts of
speech and grammatical forms of that word or expression have a corresponding meaning.
	 
	 	(5)	 	If an act must be done on a specified day which is not a Business Day, the
act must be done instead on the next Business Day.






2. Employment





	2.1	 	The Company employs the Employee to provide the Services to the Company upon and subject to
the terms and conditions of this Agreement and the Employee accepts such employment.
	 
	2.2	 	The position in which the Employee is employed by the Company as and from the Commencement Date
is as set out in Item 4 of the Schedule.
	 
	2.3	 	The Employee shall as at the Commencement Date be located at the office of the Company set
out in Item 5 of the Schedule.





3. Term





	3.1	 	The Company employs the Employee to provide the Services to the Company for the period set
out in Item 2 of the Schedule (“Initial Term”) unless such employment is terminated earlier in
accordance with clause 18 of this Agreement.
	 
	3.2	 	On expiry of the Initial Term, the employment will continue until terminated by either party
giving the period of notice set out in Item 3 of the Schedule, or, in the case of termination
by the Company, by the making of a payment in lieu of the period of notice set out in Item 3
of the Schedule.





4. Services





	4.1	 	The Employee will perform all the functions of a person in the position set out in Item 4 of
the Schedule or such other services as may be determined by the Company from time to time.
	 
	4.2	 	The Employee must carry out his employment in the capacity referred to in clause 4.1 or as
amended by the Company in such manner and at such time as the Company may from time to time
reasonably determine.





5. General Duties and Obligations





	5.1	 	Without limiting any other provision of this Agreement the Employee must at all times during
his employment hereunder:






	 	(1)	 	be just and faithful in all transactions relating to the Company and the
Novogen Group and must show the utmost good faith in the business of the Company and
the Novogen Group;
	 
	 	(2)	 	give to the Company a just and faithful account of such transaction and also
upon every reasonable request furnish a full and correct explanation thereof to the
Company;




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	 	(3)	 	divulge to the Company all information or knowledge which he may possess in
relation to the affairs, business and activities of the Company;
	 
	 	(4)	 	use his best skill and endeavour to promote the interest and welfare of the
Company and the Novogen Group and carry out the same for the utmost benefit of the
Company and the Novogen Group and diligently and faithfully apply himself to the
affairs, business and activities of the Company; and
	 
	 	(5)	 	not at any time intentionally do anything which directly or indirectly may
impair or be likely to impair the good name and reputation of the Company or the
Novogen Group.






	5.2	 	The Employee must carry out his employment and must conduct himself at all times in a
professional manner.





6. Compliance with Directions





	6.1	 	The Employee must at all times during his employment hereunder obey, comply with and carry
out the proper and reasonable directions, orders and instructions of and shall be directly
responsible and answerable to the Individual or Group identified in Item 11 of the Schedule or
as amended by the Company from time to time under clause 4.





7. Time Devoted to Employment





	7.1	 	The Employee must at all times during his employment hereunder devote the whole of his
attention and abilities to the business and activities of the Company and in the performance
of his responsibilities and duties under this Agreement.
	 
	7.2	 	Without the prior written consent of the Company, the Employee must not be a director of any
body corporate which carries on or is concerned with any activity identical to or
substantially similar to that of the Novogen Group or where being a director may directly or
indirectly affect the Business of the Novogen Group.
	 
	7.3	 	Nothing contained in this clause 7 prohibits the Employee from making any purchase or sale of
stocks, securities, real estate or personal property (tangible or intangible) for purposes of
investment or from making any other private investment other than as may be prohibited by
clause 17 or one which is, in the opinion of the Company, reasonably held, detrimental to the
interest of the Novogen Group.





8. Duty to Act within Limits




The Employee must not without the prior written consent of the Company:





	 	(1)	 	employ any of the money, goods or effects of the Company or any member of
Novogen Group or pledge the credit thereof except in the ordinary course of business
and upon the account of and or the benefit of the Company or member of the Novogen
Group;
	 
	 	(2)	 	lend money or give credit on behalf of the Company or any member of the
Novogen Group or have any dealings with any person whom the Company has previously in
writing forbidden the Employee to deal with or trust;
	 
	 	(3)	 	give any guarantee, undertaking or indemnity or enter into any bond with or
become bail, surety or surety for any person or do or knowingly cause or suffer to be
done anything




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	 	 	 	whereby the property of the Company or any member of the Novogen Group
or any part thereof may be seized, attached or taken in execution; or
	 
	 	(4)	 	enter into any leasing, hiring, hire-purchase, rental or financing arrangements or
transactions with respect to assets or property acquired or to be acquired by the Company
or any member of the Novogen Group.





9. Indemnity by Employee.





	9.1	 	Unless otherwise resolved by the Board of Directors of the Company, the Employee covenants
that at all times during his engagement hereunder and thereafter indemnify and keep
indemnified the Company or member of the Novogen Group, as the case may be, in respect of any
loss or damage or actions, proceedings costs, claims, demands or judgements it may incur or
suffer by reason of any breach by the Employee of any of the provisions of clause 8. This
indemnity is in addition to and not in substitution for any other right or remedy available to
the Company in the event of such breach.





10. Indemnity by Company





	10.1	 	Subject to the Corporations Act and the Constitution of the Company, the Company agrees to
indemnify and keep indemnified the Employee and his executors, administrators and legal
personal representatives against any loss, costs, damages, judgments or liability suffered or
incurred by the Employee in respect of any act, neglect, default or error or judgement in the
course of his employment and for which the Company would be vicariously liable other than
any wilful or gross neglect, default or breach of duty or breach of trust.
	 
	10.2	 	Without limiting clause 10.1 :






	 	(1)	 	the Employee may be indemnified by the Company where the Board of Directors
of the Company considers it appropriate, against any liability incurred by the
Employee in the connection with the performance by him of his position with the
Company, unless the liability arises out of conduct involving lack of good faith;
	 
	 	(2)	 	the Employee shall be indemnified by the Company against any liability
incurred by him in defending any proceedings in connection with the performance by him
of his position with the Company whether civil or criminal in which judgment is given
in his favour or in which the Employee is acquitted or in connection with any
application in relation to any proceedings in which relief under the Corporations Act
is granted to him by the court;
	 
	 	(3)	 	to the extent permissible by law, the Company may, pay a premium in respect
of a contract insuring the Employee against a liability incurred by the Employee in
connection with the performance by him of his position with the Company except for a
liability arising out of conduct involving a wilful breach of duty in relation to the
Company..





11. Annual Leave





	11.1	 	During the course of his employment hereunder the Employee is entitled to paid annual leave
of 20 working days for every period of 12 months of service as from the Commencement Date.
	 
	11.2	 	The days of annual leave referred to in clause 11.1 are in addition to any day which is
proclaimed to be a public holiday in the place in which the Employee is at the relevant time
located.
	 
	11.3	 	The entitlement to annual leave is deemed to arise pro rata.




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	11.4	 	Any annual leave entitlement must be taken by the Employee at such time or times as is
mutually convenient to the Employee and the Company.
	 
	11.5	 	Any annual leave entitlement not taken may be added to and taken with any further annual
leave entitlement.





12. Sick Leave





	12.1	 	The Employee is entitled to be paid sick leave of 11 working days for every 12 months of
service.
	 
	12.2	 	Any sick leave entitlement not taken in any year may be taken by the Employee in another year
provided that any accumulated sick leave entitlement which immediately prior to the
termination of the employment of the Employee hereunder has not been taken shall be forfeited
on termination.





13. Long Service Leave





	13.1	 	The Employee is entitled to long service leave under the Long Service Leave Act of the State
or Territory in which the Employee is located.





14. Remuneration





	14.1	 	In consideration of the provision by the Employee of his services to the Company hereunder,
the Company shall pay the Employee Remuneration, the amount of which and the rate of payment
of which shall be, if not otherwise determined under this clause 14:






	 	(a)	 	a base salary;






	 	(b)	 	contributions to US Social Security as required under US laws;






	 	(c)	 	motor vehicles;






	 	(d)	 	Medical and dental insurance for the Employee and dependants;






	 	(e)	 	other allowances; and






	 	(f)	 	otherwise,





as may be determined from time to time.





	14.2	 	Notwithstanding the provision of clause 14.1 the Employee, as and from the Commencement Date,
shall receive from the Company such remuneration salary as is set out in Item 9 of the
Schedule.
	 
	14.4	 	The Remuneration is designed to compensate the Employee for all hours worked and the Employee
is not entitled to any payment of overtime rates during the term of his employment hereunder.





15. Directorships





	15.1	 	It is acknowledged by the employee that the Company and any other member of the Novogen Group
may require the Employee to serve as a director on the Board of any member to the Novogen
Group.
	 
	15.2	 	It is further acknowledged that the Employee shall serve as a director of another member of
the Novogen Group as the nominee of the Company, and that the Employee must retire as a
director from any such Board forthwith upon his being requested to do so by the Company.
	 
	15.3	 	In the event of the Employee ceasing to be an employee of the Company or member of the
Novogen Group, he is deemed to have automatically retired from and vacated his office as a
member of the Board of each member of the Novogen Group and the Employee gives an irrevocable
authority to the




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	 	 	Managing Director or other appointee of the Board to do all things and
execute all documents necessary on behalf of the Employee to give effect to the resignations.





16. Confidentiality





	16.1	 	Without limiting or derogating from in any way any rule of law or equity the Employee
covenants with the Company that he shall not at any time without the prior written consent of
the Company publish or divulge any Confidential Information to any person unless such
publication or disclosure is made in the normal course of his employment or with the prior
written consent of the Company.
	 
	16.2	 	The provisions of this clause 16 do not prejudice any other express or implied obligation on
the part of the Employee to maintain confidentiality.
	 
	16.3	 	Without limiting the extent of clauses 16.1 or 16.2 Confidential Information may include
information disclosed to the Company or the Employee by any existing or potential customer,
supplier, contractor, agent, licensee or licensor of the Company or the Novogen Group.
	 
	16.4	 	The Employee will at the request of the Company sign a confidentiality agreement containing
provisions similar to the provisions in this clause 16 in favour of any member of the Novogen
Group or any of the persons referred to in clause 16.3.
	 
	16.5	 	This clause 16 survives termination of this Agreement with respect to any information until
such information is no longer Confidential Information.





17. Restraint on Competition





	17.1	 	The Employee covenants and agrees with the Company that without derogating from or limiting
the effect of clause 7 he shall not either alone or jointly or in partnership or by way of a
joint venture or otherwise with or as a shareholder, servant, agent,
consultant, adviser, officer or contractor of any other person or persons, other than as an
employee of the Company or a member of the Novogen Group, either directly or indirectly
carry on or manage or be concerned or interested in or assist any other person or persons
to carry on or be concerned or to obtain any interest in any industry or business engaged
in the research, development, manufacture, extraction, processing, marketing, distribution
or sale of any veterinary or human pharmaceutics or therapeutics or any business or
industry identical to or substantially similar to the Business of the Company, or any of
the members of the Novogen Group in any State or Territory of Australia or any other place
in the world at any time during the course of his employment hereunder.
	 
	17.2	 	Notwithstanding the provisions of clause 17.1 the Company agrees with the Employee that the
Employee may hold shares in a public company the shares of which are quoted on any share or
stock exchange in the world.
	 
	17.3	 	The Employee convenants and agrees with the Company that he will not during the period set
out in item 10 of the Schedule as from the date upon which this Agreement is terminated either
directly or indirectly on his own account or for or with any other person or persons, solicit,
interfere with or endeavour to entice away from the Company, or any of the members of the
Novogen Group any person who, during the employment of the Employee with the Company or any
member of the Novogen Group was a customer, supplier, contractor, agent, licensee or licensor
or to the knowledge of the Employee was a person with whom any of the aforesaid was
negotiating with a view to that person becoming a customer, supplier, contractor, agent,
licensee or licensor of any of the aforesaid.
	 
	17.4	 	It is expressly acknowledged and agreed that the provision of clauses 17.1 and 17.3 are
necessary in order to protect the interests of the Company, the Novogen Group and of the
Business and the





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	 	 	confidentiality of the knowledge of the Employee as to the affairs, business
and activities of the Company and the Novogen Group.






	17.5	 	It is expressly acknowledged and agreed by the Employee that the provisions of clause 17.1
and 17.3 are reasonable particularly in light of the provisions of clause 17.4 and in so far
as the provisions of clause 17.1 relate to any activities, state or territory the restraint is
distinct and severable from any other activity, state or territory and the invalidity of the
restraint in respect of one or more of such activities, states or territories shall not affect
its validity in respect of any of the other such activities, states or territories.
	 
	17.6	 	Nothing in clauses 17.1, 17.3, or 17.4 shall be construed as limiting or fettering the right
of any court of competent jurisdiction upon the application of any party in appropriate
proceedings from imposing upon the Employee a lesser restraint in circumstances where the
restraint sought to be imposed in clauses 17.1 or 17.3 is, in the opinion of such court,
excessive or unreasonable in the circumstances.





18. Termination of Employment




Termination at any time





	18.1	 	This Agreement is terminated immediately on the death or Total or Permanent Disability of
the Employee. For the purpose of this Agreement “Total or Permanent Disability” includes the
Employee being absent from his employment by reason of sickness, ill health or other
incapacity or disability for a period of more than 3 months in excess of accrued sick leave in
any period of 12 consecutive months.
	 
	18.2	 	At any time, this Agreement may be terminated forthwith by the Company in the event that the
Employee:






	 	(1)	 	is guilty of any criminal or indictable offence or of any dishonesty, whether
in relation to the affairs of the Company or any of the members of the Novogen Group
or not; or
	 
	 	(2)	 	is guilty of any serious breach of faith, or serious neglect or default or wilful
disregard of directions or serious professional misconduct or gross misconduct; or






	(3)	 	is in serious and fundamental breach of this Agreement and persists in such breach after
being previously directed in writing by the Company to remedy such breach and fails to do so
within 14 days of the giving of such direction, which direction shall specifically draw the
attention of the Employee to this clause 18.2 (3); or






	 	(4)	 	if and for so long as he is a member of any board of directors of any body
corporate has his office vacated under the Corporations Act; or
	 
	 	(5)	 	a person whose person or estate is being dealt with under the law relating to mental
health; or
	 
	 	(6)	 	ceases to be registered or has his registration suspended for any reason whatsoever
under the provision of any legislation for the time being in force dealing with the
registration of persons providing services of the nature of those provided by the Employee
to the Company and which registration is required for the provision by the Employee of
those services.





Termination during Initial Term




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	18.3	 	Except as provided in clauses 18.1 and 18.2, the Company may only terminate the employment
during the Initial Term by the Company making a payment equivalent to the Employee’s
Remuneration for the unexpired portion of the Initial Term.





Termination after Initial Term





	18.4	 	After expiry of the Initial Term, the Company may terminate the employment in accordance with
clause 3.2.
	 
	18.5	 	After expiry of the Initial Term, the Employee may terminate the employment by resignation in
accordance with clause 3.2. If the Employee resigns pursuant to clause 3.2, the Company may
choose:






	 	(a)	 	to retain the services of the Employee during the notice period; or
	 
	 	(b)	 	not to retain the services of the Employee for some or all of the notice
period, and make a payment in lieu of notice for the part of the notice period for
which the Employee is not retained.






	18.6	 	A payment in lieu of notice made under clause 18.4 or 18.5, will be calculated on the basis
of the Employee’s Remuneration, and constitutes satisfaction of the Company’s obligations to
employ the Employee during the notice period.
	 
	18.7	 	For all or part of the Employee’s notice period under clauses 18.4 or 18.5, the Company may
direct the Employee:






	 	(a)	 	not to attend for work at the Company’s premises;
	 
	 	(b)	 	to attend for work at a different location to the Employee’s usual work
location;
	 
	 	(c)	 	to perform no work; or
	 
	 	(d)	 	to perform designated duties which are within the Employee’s skill and
competence, whether or not these duties form part of the Employee’s usual role;






	 	and all the Employee’s obligations under this Agreement will continue to apply during the
notice period.





Termination Payments





	18.8	 	Subject to clause 18.9, on termination by the Company under clauses 18.3 or 18.4, in addition
to any amount payable under those clauses by way of Remuneration or pay in lieu of notice, the
Company will pay to the Employee a termination payment equal to 18 months’ Remuneration.
	 
	18.9	 	The total amount payable under clauses 18.3, 18.4 and 18.8 will be:






	 	(a)	 	a minimum of 18 months’ Remuneration
	 
	 	(b)	 	a maximum of 3 years’ Remuneration.






	19.	 	Compliance with Obligations on Termination






	19.1	 	Termination of this Agreement for any reasons whatsoever does not relieve the Company from
payment in full of all sums then owing by the Company to the Employee by way of remuneration
accrued to the date of termination.
	 
	19.2	 	Termination of this Agreement for any reason whatsoever shall not relieve the Employee from
payment in full of all sums then owing to the Company or which may become owing in respect of
any period prior to termination and shall be without prejudice to the rights of the Company to
sue for antecedent breach by the Employee of the terms and conditions of this Agreement.





20. No Claim for Compensation on Termination




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	20.1	 	In the event that this Agreement is terminated, the Employee has no claim against the
Company for compensation, damages or otherwise for or in respect of or by a reason of such
termination except as set out in this Agreement.





21. Duty to Deliver Up





	21.1	 	Upon the termination of this Agreement and the employment of the Employee for any reason
whatsoever the Employee, on request from the Company must deliver up to the Company all
correspondence, documents, records, papers, prints, manuals, paper, disks, computer codes,
access codes, keys and property of any nature whatsoever belonging to the Company, or to any
member of the Novogen Group which may be in the possession or under custody or control of the
Employee. Any such request must not be made unreasonably.





22. Inventions, Works and other Intellectual Property





	22.1	 	The Employee assigns to the Company:






	 	(1)	 	all Inventions;






	 	(2)	 	the entire copyright in all Works; and






	 	(3)	 	all other Intellectual Property,






	 	created by the Employee in the course of his employment, or by any use of the Company’s
facilities, resources or Intellectual Property.






	22.2	 	The assignment in clause 22.1 does not restrict the Employee’s right to utilise the general
expertise and knowledge accumulated by the Employee in the performance of the Services and the
Employee is entitled to use routine procedures developed by the Employee in the performance of
the Services, provided that the Employee must not exploit any Invention or make any
reproduction or substantial reproduction of any Works without the written consent of the
Company.
	 
	22.3	 	Where the Employee makes a Design arising out of the Services, the Design will be owned by
the Company or the member of the Novogen Group for whom it was made.
	 
	22.4	 	Where the Employee makes any patentable process or article, the Patent will be owned by the
Company or the member of the Novogen Group for whom it was made.





23. Future Copyright





	23.1	 	The Employee by this Agreement assigns to the Company the copyright that will subsist in
respect of any new Works, and the new Works will form part of the Works under this Agreement
and the terms and conditions of this Agreement will apply to those new Works.
	 
	23.2	 	The Employee must immediately provide the Company with copies of any new Works he prints,
publishes, makes or procures during the employment.






	24.	 	Further Assurances as to Intellectual Property






	24.1	 	The Employee must during and after the employment and at any time thereafter do all acts and
things and sign all documents as the Company may reasonably request to secure the ownership of
the Company or any member of the Novogen Group in any Inventions, Works, Designs or other
Intellectual Property.





25. Severability




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	25.1	 	Each word, phrase, sentence, paragraph and clause (“provision”) of this Agreement is
severable.
	 
	25.2	 	If a Court determines that any provision of this Agreement is unenforceable, illegal or void
then it is severed and the other provisions of this Agreement remain operative unless without
the offending provision they are fundamentally different.





26. Waiver





	26.1	 	A party’s failure or delay to exercise a power or right does not operate as a waiver of that
power or right.
	 
	26.2	 	The exercise of power or right does not preclude either its exercise in the future or the
exercise of any other power or right.
	 
	26.3	 	No waiver is effective unless it is in writing.
	 
	26.4	 	The waiver of a power or right is effective only in respect of the specific instance to which
it relates and for the specific purpose for which it is given.





27. Entire Understanding





	27.1	 	This Agreement:






	 	(1)	 	contains the entire agreement and understanding between the parties on everything
connected with the subject matter of this Agreement; and







	 	(2)	 	supersedes and merges any prior agreement or understanding on anything connected with
that subject matter.






	27.2	 	Each party has entered into this Agreement without relying on any representation by any other
party or any person purporting to represent that party.





28. Variation





	28.1	 	An amendment or variation to this Agreement is not effective unless it is in writing and
signed by both parties.





29. Further Assurance





	29.1	 	Each party must promptly at its own cost do all things (including executing all documents)
necessary or desirable to give full effect to this Agreement.





30. Dispute Resolution





	30.1	 	Unless a party has complied with clauses 30.2, 30.3 and 30.4, that party may not commence
court proceedings relating to any dispute under this Agreement, except where that party seeks
urgent interlocutory relief.
	 
	30.2	 	If there is a dispute under this Agreement the parties must negotiate in good faith to
resolve the dispute in a spirit of goodwill and compromise.




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	30.3	 	If there is a dispute under this Agreement that is not resolved in accordance with clause
30.2, either party may give written notice to the other party stating that it is a notice
under this clause and specifying the dispute.
	 
	30.4	 	If the dispute is not settled by agreement within 14 days after the notice referred to in
clause 30.3 is given, the parties must appoint a mediator and must seek in good faith to
settle the dispute through mediation. If the parties are unable to agree upon a mediator
within 14 days after the expiration of the initial 14 days referred to in this clause 30.4,
the mediator must be a person nominated by the President of the Law Society of New South Wales
or his or her delegate, and either party may request the nomination at any time after the
expiration of the second 14 days referred to in this clause.





31. Notices





	31.1	 	A notice or other communication required or permitted to be given by a party to another will
be in writing and;






	 	(1)	 	delivered; or
	 
	 	(2)	 	sent by postage prepaid to that party’s address set out
in this Agreement or as notified to each party at any time.






	31.2	 	A notice or other communication is deemed given and received if:






	 	(1)	 	delivered, upon delivery; or






	 	(2)	 	mailed, on the expiration of 2 Business Days (at the place of mailing) after mailing.





32. Governing Law and Jurisdiction





	32.1	 	The law of New South Wales governs this Agreement.
	 
	32.2	 	The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the
Federal Court of Australia.




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SCHEDULE




	 	 	 	 	 
	item 1.

	 	Commencement Date	 	 
	 
	 	 	 	 
	 

	 	The date of this Agreement as first written on the first page.
	 	 
	 
	 	 	 	 
	Item 2.

	 	Initial Term	 	 
	 
	 	 	 	 
	 

	 	Three years.	 	 
	 
	 	 	 	 
	Item 3.

	 	Notice Period	 	 
	 
	 	 	 	 
	 

	 	Six months.	 	 
	 
	 	 	 	 
	Item 4.

	 	Item 4. Position	 	 







	 	(1)	 	Executive Vice President, Commercial and Corporate
Development
	 
	 	(2)	 	with responsibilities for:






	 	•	 	representing Novogen and its subsidiary companies in corporate
relationships as requested by the CEO.
	 
	 	•	 	assisting in developing and maintaining corporate developments with
regard to potential licensees of the Novogen group of companies.
	 
	 	•	 	assisting in setting the strategic direction for R&D program and
identifying best disease/condition targets by analysis of potential
markets for the company’s portfolio of development compounds.
	 
	 	•	 	participating in the executive general management of the Group by
regular phone attendance at the companies executive meetings
	 
	 	•	 	developing and running litigation programs for the enforcement and
protection of the company’s intellectual property in North America in
association with the CEO;
	 
	 	•	 	negotiating in association with the CEO, patent licenses and
intellectual property settlements in North America
	 
	 	•	 	manage ongoing commercial arrangements with regard to intellectual
property agreements in North America
	 
	 	•	 	managing of clinical trial centres as requested by the VP Clinical
Operations.
	 
	 	•	 	being US contact for investor relations in association with IR
consultant O’Connor and Trout Group IR
	 
	 	•	 	in conjunction with VP — Clinical Operations and others, cultivating
relationships with key clinical contacts/investigators within the US with
the express purpose of building a body of respected independent scientists
& clinicians prepared to speak to investors (and at scientific meetings)
about the Novogen’s science and product portfolio.





	 	 	 	 	 
	Item 5.

	 	Location	 	 
	 
	 	 	 	 
	 

	 	Connecticut, USA	 	 
	 
	 	 	 	 
	Item 6.

	 	Accrued Annual Leave	 	 
	 
	 	 	 	 
	 

	 	As accrued from 1 March, 1997	 	 
	 
	 	 	 	 
	Item 7.

	 	Accrued Sick Leave	 	 





151









 






	 	 	 	 	 
	 
	 	As accrued from 1 March, 1997	 	 
	 
	 	 	 	 
	Item 8.

	 	Long Service Leave	 	 
	 
	 	 	 	 
	+

	 	As accrued from 1 March, 1997	 	 
	 
	 	 	 	 
	Item 9.

	 	Remuneration	 	 
	 
	 	 	 	 
	 

	 	$US or such other amount as agreed to from time to time.
	 
	 	 	 	 
	Item 10.

	 	Restraint Period	 	 
	 
	 	 	 	 
	 

	 	5 years	 	 
	 
	 	 	 	 
	Item 11.

	 	The Managing Director.	 	 











152









 










EXECUTED as an agreement on the date set out at the commencement of this Agreement.




Signed by

NOVOGEN INC

in the presence of:




	 	 	 	 	 	 	 
	 
 

Director/Secretary

	 	 	 	 

Director
	 	 
	 
	 	 	 	 	 	 
	  

Name
of Director/Secretary (BLOCK LETTERS)

	 	 
	 	 

Name of Director (BLOCK LETTERS)
	 	 
	 
	 	 	 	 	 	 
	 
 


	 	 	 	 

Director
	 	 
	 
	 	 	 	 	 	 
	 
 


	 	 	 	 

Name of Director (BLOCK LETTERS)
	 	 






	 	 	 	 	 	 	 
	SIGNED by:

	 	) 	 	 	 	 
	Warren James Lancaster

	 	) 	 	 	 	 
	in the presence of:

	 	) 
	 	 
 

	 	 






	 	 	 
	  

Signature
of Witness

	 	 
	 
	 	 
	  

Name
of Witness (BLOCK LETTERS)

	 	 
	 
	 	 
	  

Address
of Witness

	 	 






153