Exhibit 4.5
 EMPLOYMENT AGREEMENT
 DATED
 PARTIES
 NOVOGEN LABORATORIES PTY LTD
 AND
 CRAIG DAWSON KEARNEY
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EMPLOYMENT AGREEMENTmade
    
    2010
 PARTIES
 NOVOGEN LABORATORIES PTY LTD  Company
 AND
 CRAIG DAWSON KEARNEY  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:Agreement means this employment agreement and any variation amendment or replacement of
it;Boardmeans the Companys board of directors;Business means the business carried on by the Company and the members of the Novogen
Group;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;Commencement Date means the date of this Agreement;Company means Novogen Laboratories Pty Limited ACN 002 489 947 and includes the
successors and assigns of that company;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
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(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;
 Corporations Act Corporations Act 2001
 Design Designs Act 2003
 Intellectual Property
 Inventions Designs Act 2003 Patents Act
1990
 Novogen Group
 Patents Patents Act 1990
 Related Body Corporate
 Remuneration
 Restraint Period
 Services
 Total or Permanent Disability
 Works Copyright Act 1968
 Interpretation
 (a)
    
    Reference to:
 (i)
    
    one gender includes the other genders;(ii)
    
    the singular includes the plural and the plural includes the singular;(iii)
    
    a person includes a body corporate;
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(iv)
    
    a party includes the partys executors, administrators,
successors and permitted assigns; and(v)
    
    a statute, regulation or provision of a statute or regulation (Statutory Provision)
includes:
 (1)
    
    that Statutory Provision as amended or
re-enacted from time to time; and(2)
    
    a statute, regulation or provision enacted
in replacement of that Statutory Provision.
 (b)
    
    All monetary amounts are in Australian dollars, unless otherwise stated.(c)
    
    Headings are for convenience only and do not affect the interpretation, or
form part, of this Agreement.(d)
    
    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.(e)
    
    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 on the terms of this
Agreement and the Employee accepts such employment.2.2
    
    The position in which the Employee is employed by the Company is as set out in Item 1 of the
Schedule.2.3
    
    The Employee is to be located at the office of the Company set out in Item 2 of the Schedule.
 3. Term
  4. Services
 4.1
    
    The Employee must perform all the functions of a person in the position set out in Item 1 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:
 (a)
    
    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;
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(b)
    
    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;(c)
    
    divulge to the Company all information or knowledge which he may possess in
relation to the affairs, business and activities of the Company;(d)
    
    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(e)
    
    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
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7. Time Devoted to Employment
 7.1
    
    The Employee must at all times during his employment 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
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
  (a)
    
    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;(b)
    
    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;(c)
    
    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 by which the property of the Company or any member of the Novogen Group
or any part of it may be seized, attached or taken in execution; or(d)
    
    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
  10. Indemnity by Company
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10.1
    
    Subject to the Corporations Act and the Constitution of the Company, the Company will
indemnify 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:
 (a)
    
    the Employee may be indemnified by the Company where the Board 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;(b)
    
    the Employee is 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; and(c)
    
    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 the Employee is entitled to 20 days accrued paid annual
leave in accordance with the Fair Work Act 2009(Cth).
 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
    
    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 has not been taken is forfeited on termination.
 13. Long Service Leave
 Long Service Leave Act
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14. Remuneration
 14.1
    
    The Employee is entitled to the Remuneration and other benefits specified in Items 3 to 6 of
the Schedule. The salary component of the Remuneration is to be paid monthly by direct
deposit into an account nominated by the Employee.
 14.2
    
    The Remuneration is inclusive of all entitlements the Employee may have under a modern award
or an enterprise agreement (including, but not limited to allowances, penalties, overtime or
loadings, including leave loading).
 14.3
    
    The Remuneration is to be reviewed annually and any increases may be made at the Companys
discretion.
 14.4
    
    As part of the Remuneration, the Company is to contribute the minimum amount to a complying
superannuation fund in order to avoid any charge under the Superannuation Guarantee (Charge)
Act 1992.This amount is included in the Remuneration specified in Item 6 of the Schedule.
 14.5
    
    The Employee is free to direct his superannuation contributions to a regulated complying
superannuation fund of his choice.
 14.6
    
    The Employee may request and the Company may agree to structure the Remuneration to fit in
with his personal requirements (for example to include extra superannuation payments, motor
vehicle, etc) provided that the arrangements comply at all times with company policies and
applicable laws (as amended from time to time).
 14.7
    
    The Remuneration is designed to compensate the Employee for all hours worked and the Employee
is not entitled to any payment of any overtime during the term of his employment hereunder.
 15. Directorships
 15.1
    
    The Company may require the Employee to serve as a director on the board of any member to the
Novogen Group.
 15.2
    
    If the Employee is required to serve as a director of another member of the Novogen Group as
the nominee of the Company the Employee must retire as a director from any such board upon his
being requested to do so by the Company.
 15.3
    
    If the Employee ceases to be an employee of the Company or a member of the Novogen Group, he
is taken to have automatically retired as a director of each member of the Novogen Group. In
consideration of the benefits given by this Agreement to the Employee the Employee is taken to
have given an irrevocable authority to the 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.
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16. Confidentiality
 16.1
    
    Without limiting or derogating from in any way any rule of law or equity, the Employee must
not 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.
 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 must 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 the employment with respect to any information until
such information is no longer Confidential Information.
 17. Restraint
 17.1
    
    The Employee may 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 business identical to or 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:
 (a)
    
    during the course of his employment with the Company or a member of the Novogen Group
and(b)
    
    during the period set out in Item 7 of the Schedule.
 17.2
    
    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 must not during the period set out in item 7 of the Schedule 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
    
    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 confidentiality of the knowledge of the
Employee as to the affairs, business and activities of the Company and the Novogen Group.
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17.5
    
    It is acknowledged 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 insofar as the
provisions of clause 17.1 relate to any activity, 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 is not to 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 is to 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
 18.1
    
    Either party may terminate the employment by giving six months notice, or in the case of
termination by the Company, by making a payment in lieu of six months notice to the Employee,
subject to clauses 18.2 and 18.7.
 18.2
    
    Subject to clause 18.7, a payment in lieu of notice made under clause 18.1 or 18.5(b) is to
be calculated on the basis of the Employees Remuneration.
 18.3
    
    The employment is terminated immediately on the death or Total or Permanent Disability of the
Employee.
 18.4
    
    At any time, the employment may be terminated by the Company if the Employee:
 (a)
    
    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;(b)
    
    is guilty of any serious breach of faith, serious neglect, default, wilful
disregard of directions, serious professional misconduct or gross misconduct;(c)
    
    has received written notice from the Company that the Employee is in serious
and fundamental breach of this Agreement and the Employee fails to remedy the breach
within 14 days of receiving the notice;(d)
    
    if he is a member of any board of directors of any body corporate has his
office suspended or disqualified under the Corporations Act;(e)
    
    a person whose person or estate is being dealt with under the law relating to
mental health; or(f)
    
    ceases to be registered or has his registration suspended for any reason
whatsoever under the provision of any legislation 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.
 18.5
    
    If the Employee resigns pursuant to clause 18.1, 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
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period for
which the Employee is not retained, subject to clauses 18.2 and 18.7.
 18.6
    
    For all or part of the Employees notice period under clauses 18.1 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.
 18.7
    
    On termination by the Company under clause 18.1, the Company is to pay to the Employee a
termination payment of $95,554 in addition to any amount payable by way of Remuneration or in
lieu of notice.
 18.8
    
    The Employee acknowledges that the Company is undertaking a restructure and the Employee may
be required to enter into another agreement to provide the Services to another entity on
similar terms to this Agreement (Offer). Subject to the preservation of all rights under
this Agreement and the Offer being on no less favourable terms than this Agreement, the
employment is not taken to have terminated in circumstances where the Employee has received an
Offer and (amongst other things) the Employee is not entitled to a payment under clause 18.7.
 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 is not to 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 is without prejudice to the rights of the Company to sue
for antecedent breach by the Employee of the terms of this Agreement.
 20. No Claim for Compensation on Termination
  21. Duty to Deliver Up
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22. Inventions, Works and other Intellectual Property
 22.1
    
    The Employee assigns to the Company:
 (a)
    
    all Inventions;(b)
    
    the entire copyright in all Works; and(c)
    
    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 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
 25.1
    
    Each word, phrase, sentence, paragraph and clause (provision) of this Agreement is
severable.
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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:
 (a)
    
    contains the entire agreement and understanding between the parties on
everything connected with the subject matter of this Agreement; and(b)
    
    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
  29. Further Assurance
  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 is to
be in writing and:
 (a)
    
    delivered; or(b)
    
    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:
 (a)
    
    delivered, upon delivery; or(b)
    
    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. Position
 (1)
    
    General Manager, Consumer Products(2)
    
    with Group responsibility for Consumer Products:
 (a)
    
    sales;(b)
    
    marketing;(c)
    
    planning and strategy;(d)
    
    staff;(e)
    
    international operations;(f)
    
    financial reports and agreed contribution
of Consumer Products regions to profit and loss of the Novogen Group;
and(g)
    
    recommendations to the Executive Committee
in areas of new products, international territory expansion.
 Item 2. Location
  Item 3. Accrued Annual Leave
  Item 4 Accrued Sick Leave
  Item 5 Long Service Leave
  Item 6 Remuneration
  Item 7. Restraint Period
  Item 8 Compliance with Directions
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NOVOGEN LABORATORIES
PTY LTD ACN 002 489 947
 Director/Secretary
    
    
    
    DirectorName of Director/Secretary (BLOCK LETTERS)
    
    
    
    Name of Director (BLOCK LETTERS)DirectorName of Director (BLOCK LETTERS)
 SIGNED by:
    
    
    )CRAIG DAWSON KEARNEY
    
    
    )in the presence of:
    
    
    )
 
 
 
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