exv10w1






Exhibit 10.1




Licence Agreement




 





Novogen Research Pty Limited

ABN 87 060 202 931




Marshall Edwards Pty Limited

ABN 36 099 665 675









Level 36, Grosvenor Place

225 George Street

Sydney NSW 2000

Australia

T 61 2 9258 6000

F 61 2 9258 6999




Reference

BLM LID 02 2009 9828




©Blake Dawson 2009




 









 





 





Contents




	 	 	 	 	 	 	 	 	 	 	 
	1.	 	 INTERPRETATION	 	 	1	 
	 

	 	 	1.1	 	 	Definitions
	 	 	1	 
	 

	 	 	1.2	 	 	Rules for interpreting this document
	 	 	7	 
	 

	 	 	1.3	 	 	Business Days
	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	 LICENCE	 	 	8	 
	 

	 	 	2.1	 	 	Grant of licence
	 	 	8	 
	 

	 	 	2.2	 	 	Expiration of particular Licensed Patent Rights
	 	 	8	 
	 

	 	 	2.3	 	 	Research licence
	 	 	8	 
	 

	 	 	2.4	 	 	Sub-licences
	 	 	9	 
	 

	 	 	2.5	 	 	Sub-contractors
	 	 	9	 
	 

	 	 	2.6	 	 	No Exploitation outside the Field
	 	 	10	 
	 

	 	 	2.7	 	 	Acknowledgements and reserved rights
	 	 	10	 
	 

	 	 	2.8	 	 	Delivery up of Know How and Clinical Trial Materials
	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	 EXISTING AGREEMENTS	 	 	10	 
	 

	 	 	3.1	 	 	Existing Agreements
	 	 	10	 
	 

	 	 	3.2	 	 	Acknowledgement by MEPL
	 	 	11	 
	 

	 	 	3.3	 	 	Completion or novation
	 	 	11	 
	 

	 	 	3.4	 	 	Licence for Existing Agreements
	 	 	11	 
	 

	 	 	3.5	 	 	Performance of and payments under Existing Agreements
	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	 CLINICAL TRIALS	 	 	12	 
	 

	 	 	4.1	 	 	Obligation to conduct Clinical Trials
	 	 	12	 
	 

	 	 	4.2	 	 	Conduct of Clinical Trials
	 	 	12	 
	 

	 	 	4.3	 	 	Clinical Trial Materials
	 	 	12	 
	 

	 	 	4.4	 	 	Records of Clinical Trials
	 	 	12	 
	 

	 	 	4.5	 	 	Inspection of records
	 	 	13	 
	 

	 	 	4.6	 	 	Reports on Clinical Trials
	 	 	13	 
	 

	 	 	4.7	 	 	Publication of results of Clinical Trials
	 	 	13	 
	 

	 	 	4.8	 	 	Intellectual Property Rights in Clinical Trial Materials
	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	 DEVELOPMENTS	 	 	14	 
	 

	 	 	5.1	 	 	MEPL Developments
	 	 	14	 
	 

	 	 	5.2	 	 	Novogen Developments
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	 MARKETING AND COMMERCIALISATION	 	 	14	 
	 

	 	 	6.1	 	 	Marketing and commercialisation
	 	 	14	 
	 

	 	 	6.2	 	 	Diligence
	 	 	14	 
	 

	 	 	6.3	 	 	Milestones
	 	 	14	 
	 

	 	 	6.4	 	 	Revision of Milestones
	 	 	15	 
	 

	 	 	6.5	 	 	Continuing obligation
	 	 	15	 
	 

	 	 	6.6	 	 	Records and customer relations
	 	 	15	 
	 

	 	 	6.7	 	 	Marketing and promotion
	 	 	15	 
	 

	 	 	6.8	 	 	Marketing and distribution plan
	 	 	15	 
	 

	 	 	6.9	 	 	Storage and handling
	 	 	16	 
	 

	 	 	6.10	 	 	Manufacturing of Licensed Products
	 	 	16	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement





 









 




 






	 	 	 	 	 	 	 	 	 	 	 
	7.	 	 LICENCE FEES AND ROYALTIES	 	 	16	 
	 

	 	 	7.1	 	 	Up-front licence fee
	 	 	16	 
	 

	 	 	7.2	 	 	Milestone licence fees
	 	 	16	 
	 

	 	 	7.3	 	 	Payments upon default of Milestones
	 	 	17	 
	 

	 	 	7.4	 	 	Default by a Novogen Company
	 	 	17	 
	 

	 	 	7.5	 	 	Royalties
	 	 	18	 
	 

	 	 	7.6	 	 	Minimum royalties
	 	 	18	 
	 

	 	 	7.7	 	 	How payments must be made
	 	 	18	 
	 

	 	 	7.8	 	 	Deductions and withholdings
	 	 	18	 
	 

	 	 	7.9	 	 	Interest on overdue amounts
	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	 REPORTS AND ACCOUNTING	 	 	19	 
	 

	 	 	8.1	 	 	Books and records
	 	 	19	 
	 

	 	 	8.2	 	 	Auditor’s certificates
	 	 	19	 
	 

	 	 	8.3	 	 	Inspection
	 	 	19	 
	 

	 	 	8.4	 	 	Quarterly statements
	 	 	20	 
	 

	 	 	8.5	 	 	Certification
	 	 	20	 
	 

	 	 	8.6	 	 	Adjustments
	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	 PROSECUTION OF PATENT RIGHTS AND REGULATORY COSTS	 	 	21	 
	 

	 	 	9.1	 	 	Maintenance of Licensed Patent Rights
	 	 	21	 
	 

	 	 	9.2	 	 	Reimbursement by MEPL
	 	 	21	 
	 

	 	 	9.3	 	 	Consultation on maintenance of Licensed Patent Rights
	 	 	21	 
	 

	 	 	9.4	 	 	Withdrawal or lapsing of Licensed Patent Rights
	 	 	21	 
	 

	 	 	9.5	 	 	Common interest
	 	 	22	 
	 

	 	 	9.6	 	 	Registration of Licensed Products
	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	 INTELLECTUAL PROPERTY RIGHTS	 	 	22	 
	 

	 	 	10.1	 	 	Acknowledgment
	 	 	22	 
	 

	 	 	10.2	 	 	Maintenance of Licensed Intellectual Property
	 	 	22	 
	 

	 	 	10.3	 	 	Notification
	 	 	23	 
	 

	 	 	10.4	 	 	Proceedings by MEPL
	 	 	23	 
	 

	 	 	10.5	 	 	Joinder of Novogen Research
	 	 	23	 
	 

	 	 	10.6	 	 	Proceedings by Novogen Research
	 	 	23	 
	 

	 	 	10.7	 	 	Joinder of MEPL
	 	 	23	 
	 

	 	 	10.8	 	 	Damages and settlement amounts
	 	 	23	 
	 

	 	 	10.9	 	 	Common interest
	 	 	24	 
	 

	 	 	10.10	 	 	Assignment of Intellectual Property Rights
	 	 	24	 
	 

	 	 	10.11	 	 	Infringements by MEPL
	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	 CONFIDENTIAL INFORMATION	 	 	24	 
	 

	 	 	11.1	 	 	Use by MEPL for Exploitation
	 	 	24	 
	 

	 	 	11.2	 	 	Confidentiality
	 	 	25	 
	 

	 	 	11.3	 	 	Security
	 	 	25	 
	 

	 	 	11.4	 	 	Exceptions to obligations of confidentiality
	 	 	25	 
	 

	 	 	11.5	 	 	Public domain
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	12.	 	 REPRESENTATIONS AND WARRANTIES	 	 	25	 
	 

	 	 	12.1	 	 	Warranties by each party
	 	 	25	 
	 

	 	 	12.2	 	 	Representations and warranties by Novogen Research
	 	 	26	 
	 

	 	 	12.3	 	 	Validity of Licensed Patent Rights
	 	 	27	 
	 

	 	 	12.4	 	 	Exclusion of conditions and warranties
	 	 	27	 
	 

	 	 	12.5	 	 	Reliance on representations and warranties
	 	 	27	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement





 









 




 






	 	 	 	 	 	 	 	 	 	 	 
	13.	 	 LIMITATION OF LIABILITY	 	 	28	 
	 

	 	 	13.1	 	 	Limitation of liability of Novogen Research
	 	 	28	 
	 

	 	 	13.2	 	 	Liability for breach of certain warranties
	 	 	28	 
	 

	 	 	13.3	 	 	Indirect and consequential loss
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	14.	 	 INDEMNITIES	 	 	28	 
	 

	 	 	14.1	 	 	Clinical Trial indemnity
	 	 	28	 
	 

	 	 	14.2	 	 	Commercialisation indemnity by MEPL
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	15.	 	 INSURANCE	 	 	29	 
	 

	 	 	15.1	 	 	MEPL’s insurance policies
	 	 	29	 
	 

	 	 	15.2	 	 	Name of Novogen Research
	 	 	29	 
	 

	 	 	15.3	 	 	Certificates of currency
	 	 	29	 
	 

	 	 	15.4	 	 	Default
	 	 	29	 
	 

	 	 	15.5	 	 	Expiry
	 	 	29	 
	 

	 	 	15.6	 	 	Novogen Research’s insurance
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	16.	 	 FORCE MAJEURE	 	 	30	 
	 

	 	 	16.1	 	 	Notice and suspension of obligations
	 	 	30	 
	 

	 	 	16.2	 	 	Effort to overcome
	 	 	30	 
	 

	 	 	16.3	 	 	Termination
	 	 	30	 
	 
	 	 	 	 	 	 	 	 	 	 
	17.	 	 TERM AND TERMINATION	 	 	30	 
	 

	 	 	17.1	 	 	Term
	 	 	30	 
	 

	 	 	17.2	 	 	Rights on expiry of the Term
	 	 	30	 
	 

	 	 	17.3	 	 	Termination by Novogen Research
	 	 	30	 
	 

	 	 	17.4	 	 	Termination by MEPL
	 	 	31	 
	 

	 	 	17.5	 	 	Confidential Information
	 	 	31	 
	 

	 	 	17.6	 	 	Consequences to MEPL of termination
	 	 	32	 
	 

	 	 	17.7	 	 	Existing contracts
	 	 	32	 
	 

	 	 	17.8	 	 	Survival and accrued rights
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	18.	 	 DISPUTE RESOLUTION	 	 	32	 
	 

	 	 	18.1	 	 	Disputes
	 	 	32	 
	 

	 	 	18.2	 	 	Notice of Dispute
	 	 	32	 
	 

	 	 	18.3	 	 	Negotiation
	 	 	33	 
	 

	 	 	18.4	 	 	Resolution of Dispute
	 	 	33	 
	 

	 	 	18.5	 	 	Mediation
	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 
	19.	 	 NOTICES	 	 	33	 
	 

	 	 	19.1	 	 	Notices
	 	 	33	 
	 

	 	 	19.2	 	 	Addresses for notices
	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 
	20.	 	 AMENDMENT AND ASSIGNMENT	 	 	34	 
	 

	 	 	20.1	 	 	Amendment
	 	 	34	 
	 

	 	 	20.2	 	 	Assignment
	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 
	21.	 	 GENERAL	 	 	34	 
	 

	 	 	21.1	 	 	Governing law
	 	 	34	 
	 

	 	 	21.2	 	 	Liability for expenses
	 	 	34	 
	 

	 	 	21.3	 	 	Relationship of the parties
	 	 	34	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement





 









 




 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	21.4	 	 	Giving effect to this document
	 	 	34	 
	 

	 	 	21.5	 	 	Waiver of rights
	 	 	34	 
	 

	 	 	21.6	 	 	Operation of this document
	 	 	35	 
	 

	 	 	21.7	 	 	Operation of indemnities
	 	 	35	 
	 

	 	 	21.8	 	 	GST gross up and GST on claims
	 	 	35	 
	 

	 	 	21.9	 	 	Consents
	 	 	36	 
	 

	 	 	21.10	 	 	Exclusion of contrary legislation
	 	 	36	 
	 

	 	 	21.11	 	 	Inconsistency with other documents
	 	 	36	 
	 

	 	 	21.12	 	 	Counterparts
	 	 	36	 






Schedules




	 	 	 	 	 	 	 
	1

	 	LICENSED PATENT RIGHTS
	 	 	37	 
	 
	2

	 	COMPOUND
	 	 	40	 
	 
	3

	 	EXISTING AGREEMENTS
	 	 	41	 





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement






 









 




 






Licence Agreement




DATE 4 August 2009




PARTIES





Novogen Research Pty Limited




ABN 87 060 202 931 of 140 Wicks Road, North Ryde NSW 2113 Australia (Novogen Research)




Marshall Edwards Pty Limited




ABN 36 099 665 675 of 140 Wicks Road, North Ryde NSW 2113 Australia (MEPL)



RECITALS





	A.	 	Novogen Research and MEPL are parties to the Amended and Restated Licence Option Deed.
	 
	B.	 	The compound known as “NV-128” is an Option Compound.
	 
	C.	 	MEPL wishes to exercise the option granted to it in clause 3 of the Amended and Restated
Licence Option Deed with respect to NV-128 and acquire an exclusive licence to Exploit
Licensed Products in the Field on the terms and conditions of this document.
	 
	D.	 	Novogen Research agrees to grant that licence on the terms and conditions of this document.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	Accountant has the meaning given in clause 8.5(a).
	 
	 	 	Affiliate means:






	 	(a)	 	in relation to a body corporate, each of:






	 	(i)	 	that body’s related bodies corporate;
	 
	 	(ii)	 	that body’s directors; and
	 
	 	(iii)	 	the persons who have a substantial holding (as that term is
defined in the Corporations Act) in that body; and






	 	(b)	 	in relation to a natural person, any:






	 	(i)	 	spouse;
	 
	 	(ii)	 	relative by blood or adoption of that person or that person’s
spouse; and
	 
	 	(iii)	 	body corporate in which that person and Affiliates of that
person hold in aggregate more than 20% of the voting shares.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     1







 











 







 






Amended and Restated Licence Option Deed means the deed of that title between Novogen
Research and MEPL dated 24 September 2003.




Authorisation means:




	 	(a)	 	an authorisation, consent, declaration, exemption, notarisation or waiver,
however it is described; and
	 
	 	(b)	 	in relation to anything that could be prohibited or restricted by law if a
Government Agency acts in any way within a specified period, the expiry of that period
without that action being taken,






including any renewal or amendment.




Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney,
Australia.




Certification has the meaning given in clause 8.5(d).




Change of Control of MEPL means:




	 	(a)	 	the acquisition by any person or group of more than 50% of the combined
voting power of the then outstanding securities entitled to vote generally in the
election of directors of MEPL; or
	 
	 	(b)	 	any merger, consolidation, reorganization, recapitalization, tender or
exchange offer or any other transaction with or affecting MEPL as a result of which a
person or group other than the shareholders of MEPL immediately before the transaction
owns after the transaction more than 50% of the combined voting power of the then
outstanding securities entitled to vote generally in the election of the directors of
MEPL,






but does not occur by reason only of an issue of, acquisition of, or transaction involving,
MEI’s securities.




Clinical Trial means a clinical evaluation of the stability, safety or efficacy of a
Licensed Product for use in the Field involving administration of the Licensed Product to
humans.




Clinical Trial Materials means all past, current and future Trial Protocols, data and
results of Clinical Trials, patient enrolment and consent forms, case report forms, study
aids and any other documents (in any form or media) used in or in connection with, or
arising out of, the conduct of Clinical Trials.




Clinical Trial Subject means a person enrolled at any time in a Clinical Trial (whether or
not that person meets all eligibility criteria for enrolment into the Clinical Trial set
out in any Trial Protocol or otherwise).




Commencement Date means the date this document is executed by the last of the parties to
execute it.




Commercialisation Income means all gross income (less any GST, value added Tax or similar
Tax forming part of such amounts) received by or on behalf of MEPL or any MEI Company from
a third party (not being an MEI Company) as a result of or in connection with any
assignment, sublicensing, or other dealing with MEPL’s rights under this document, other
than:




	 	(a)	 	income comprising Net Sales of Licensed Products; or
	 
	 	(b)	 	royalties paid to MEPL or any MEI Company on Net Sales of Licensed Products.





      




			
	207515151_1
	 	Licence Agreement     2






 









 








 






Compound means NV-128.




Confidential Information means:




	 	(a)	 	in relation to Novogen Research, the Licensed Know How, all Novogen
Developments and MEPL Developments, all Clinical Trial Materials, all documents,
records and reports relating to the Licensed Intellectual Property or Licensed
Products which are provided by MEPL under this document and all other information in
any form or media disclosed by Novogen Research to MEPL under this document, but does
not include information which MEPL can establish:






	 	(i)	 	was in the public domain when it was given to MEPL;
	 
	 	(ii)	 	becomes, after being given to MEPL, part of the public
domain, except through disclosure contrary to this document; or
	 
	 	(iii)	 	was lawfully received by MEPL from another person having the
unrestricted legal right to disclose that information without requiring the
maintenance of confidentiality; and






	 	(b)	 	in relation to MEPL, all information in any form or media disclosed by MEPL
to Novogen Research under this document, but does not include information referred to
in paragraph (a) or any information which Novogen Research can establish:






	 	(i)	 	was in the public domain when it was given to Novogen
Research;
	 
	 	(ii)	 	becomes, after being given to Novogen Research, part of the
public domain, except through disclosure contrary to this document; or
	 
	 	(iii)	 	was lawfully received by Novogen Research from another
person having the unrestricted legal right to disclose that information
without requiring the maintenance of confidentiality.






Corporations Act means the Corporations Act 2001 (Cth).




Diligent Efforts, in relation to any obligation of a party, means the level of efforts
required to carry out that obligation in a sustained manner consistent with the efforts a
reasonable person in the same position would devote to a product of high market potential,
profit potential or strategic value, based on conditions then prevailing. This requires
that the party:




	 	(a)	 	promptly assign responsibility for such obligations to specific employees,
contractors or agents who are held accountable for progress and monitor progress on an
on-going basis;
	 
	 	(b)	 	set and consistently seek to achieve specific and meaningful objectives for
carrying out such obligations; and
	 
	 	(c)	 	consistently make and implement decisions and allocate resources designed to
advance progress on such objectives.






Disclosing Party in relation to any information means the party who disclosed that
information to another party.




Dispute has the meaning given to that term in clause 18.1.




Dispute Notice has the meaning given to that term in clause 18.2.




Encumbrance means a mortgage, charge, pledge, lien, hypothecation or title retention
arrangement, a right of set-off or right to withhold payment of a deposit or other money, a



      




			
	207515151_1
	 	Licence Agreement     3






 









 








 






notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision
260-A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar
legislation, or an agreement to create any of them or to allow any of them to exist.




Existing Agreements means the agreements set out in Schedule 3.




Exploit means:




	 	(a)	 	in relation to a product or substance, to make, sell, supply, hire or
otherwise dispose of the product, offer to make, sell, supply, hire or otherwise
dispose of it, use or import it, or keep it for the purpose of doing any of those
things; and
	 
	 	(b)	 	in relation to a method or process, to use the method or process or do any of
the actions in paragraph (a) in respect of an item resulting from such use.






Field means the prevention, treatment or cure of cancer in humans (which does not include
purely benign conditions) by any means other than Topical Application.




Force Majeure Event means an act of war (whether declared or not) or terrorism, the
mobilisation of armed forces, insurrection, civil commotion or riot, natural disaster,
lightning, explosions, flood, subsidence, industrial action or labour disturbance, currency
restriction, embargo, action or inaction by a Government Agency, or a failure of a
supplier, public utility or common carrier or any other event beyond the reasonable control
of the affected party.




Government Agency means:




	 	(a)	 	a government or government department or other body;
	 
	 	(b)	 	a governmental, semi-governmental or judicial person; or
	 
	 	(c)	 	a person (whether autonomous or not) who is charged with the administration
of a law.






Infringement Claim has the meaning given in clause 10.11.




Insolvency Event means, in relation to a person, being in liquidation or provisional
liquidation or under administration, having a controller (as defined in the Corporations
Act) or analogous person appointed to it or any of its property, being taken under section
459F(1) of the Corporations Act to have failed to comply with a statutory demand, being
unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity
or otherwise becoming incapable of managing its own affairs for any reason, taking any step
that could result in the person becoming an insolvent under administration (as defined in
section 9 of the Corporations Act), entering into a compromise or arrangement with, or
assignment for the benefit of, any of its members or creditors, or any analogous event.




Intellectual Property Rights means any and all existing and future intellectual and
industrial property rights throughout the world, whether conferred by statute, common law
or equity, including rights in relation to copyright, trade marks, designs, circuit
layouts, plant varieties, business and domain names, trade secrets, Patent Rights and
rights to require that Know How be kept confidential (including the right to apply for
registration of any such rights) and other results of intellectual activity in the industrial, commercial,
scientific, literary or artistic fields.




Know How means technical and other information which is not in the public domain, including
inventions, discoveries, concepts, data, formulae, ideas, specifications, procedures for
experiments and tests, results of experimentation and testing, results of research and
development and information in laboratory records, Clinical Trial Materials,



      




			
	207515151_1
	 	Licence Agreement     4






 









 








 






case reports, data analyses and summaries and submissions to and information from ethics
committees and Government Agencies.




Licensed Intellectual Property means the Licensed Patent Rights and the Intellectual
Property Rights in the Licensed Know How.




Licensed Know How means:




	 	(a)	 	all Know How of a Novogen Company directly relating to the synthesis,
manufacture, uses, applications, reduction to practice or clinical research and
development in the Field, of the Compound (and not any other compound) or of any
actual or potential Licensed Products as at the Commencement Date; and
	 
	 	(b)	 	all Know How in Novogen Developments and MEPL Developments; and
	 
	 	(c)	 	all Know How of a Novogen Company in and in relation to Clinical Trial
Materials.






Licensed Patent Rights means all existing and future Patent Rights in the patents and
patent applications set out in Schedule 1 to the extent those Patent Rights include any
claim that encompasses the Compound or any use of the Compound in the Field, all Patent
Rights in any Novogen Developments and all Patent Rights in any MEPL Developments.




Licensed Product means any product or formulation containing the Compound which:




	 	(a)	 	falls within the scope of a Valid Claim; or
	 
	 	(b)	 	uses, reproduces or applies any Licensed Know How, or the manufacture of
which involved the use, reproduction or application of any Licensed Know How.






MEI means Marshall Edwards, Inc., a company incorporated under the laws of Delaware, United
States of America, c/- The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware, USA.




MEI Company means MEPL, MEI and any of its subsidiaries.




MEPL Developments means all developments of, improvements to, enhancements to, or
adaptations of Licensed Products or the Licensed Know How, whether patentable or otherwise,
which during the Term are made or acquired by MEPL or any MEI Company or their employees,
contractors or agents, but does not include any new isoflavonoid compound having a formula
which does not fall within the claims of the Licensed Patent Rights.




Milestone Licence Fees means the fees set out in clause 7.2(b).




Milestones means the milestones set out in clause 6.3.




Minimum Royalty has the meaning given in clause 7.6(a).




Net Sales in relation to any Licensed Product means the gross amount actually received by
MEPL or any sublicensees for that Licensed Product (whether in combination with any other
compound or component, active or otherwise) sold, supplied, hired or otherwise disposed of
by MEPL or any sublicensee to the first person who is not an MEI Company or sublicensee,
after deducting (to the extent not already deducted):




	 	(a)	 	freight, packing and insurance costs included in the invoice or price;
	 
	 	(b)	 	returns, rebates and allowances and discounts actually taken;





      




			
	207515151_1
	 	Licence Agreement     5






 









 








 






	 	(c)	 	any GST, value added Tax or similar Tax levied on the sale or supply of
Licensed Products borne by an MEI Company.






NV-128 means an isoflavonoid compound of the formula in Schedule 2 (known as the compound
NV-128) and any Pharmaceutically Acceptable Salt of that compound.




Novogen Companies means Novogen Limited, Novogen Research and Novogen Laboratories.




Novogen Developments means all developments of, improvements to, enhancements to, or
adaptations of Licensed Products or Licensed Know How, whether patentable or otherwise, in
the Field which during the Term are made or acquired by a Novogen Company or their
employees, contractors or agents, which Novogen Research is free to license or disclose to
MEPL, but does not include any Option Compound (other than NV-128) or any new isoflavonoid
compound having a formula which does not fall within the claims of the Licensed Patent
Rights.




Novogen Laboratories means Novogen Laboratories Pty Limited ABN 42 002 489 947.




Novogen Limited means Novogen Limited ABN 37 063 259 754.




Option Compound has the meaning given in the Amended and Restated Licence Option Deed.




Patent Rights means rights with respect to existing and future patents (including any
divisions, continuations, continuations in part, renewals, reissues, extensions,
supplementary protection certificates, utility models and foreign equivalents of any such
patents) and rights with respect to existing and future patent applications and patentable
inventions, including the right to apply for registration of any such rights.




Pharmaceutically Acceptable Salt has the meaning given in Schedule 2.




Phase I Clinical Trial means a Clinical Trial in any country intended to obtain data
regarding safety and pharmacokinetics of a Licensed Product that would satisfy the
requirements of the United States Code of Federal Regulations 21 CFR 312.21(a) or any
corresponding law in another country.




Phase II Clinical Trial means a Clinical Trial in any country intended to evaluate the
safety, dose range and efficacy of a Licensed Product for a particular indication or
indications in human subjects with the disease or indication under study or that would
otherwise satisfy the requirements of the United States Code of Federal Regulations 21 CFR
312.21(b) or any corresponding law in another country, but does not include a Phase III
Clinical Trial.




Phase III Clinical Trial means a Clinical Trial that is a pivotal human clinical trial in
any country, the results of which could be used to establish statistical safety and
efficacy of a Licensed Product as a basis for a New Drug Approval (NDA) or that would
otherwise satisfy the requirements of the United States Code of Federal Regulations 21 CFR 312.21(b)
or any corresponding law in another country.




Quarter means, in respect of any calendar year in the Term, the four quarters of that year,
the first of which commences on 1 January of that year.




Tax means a tax, levy, duty, charge, deduction or withholding, however it is described,
that is imposed by law or by a Government Agency, together with any related interest,
penalty, fine or other charge, other than one that is imposed on net income in any
jurisdiction.




Term means the term of this document as determined under clause 17.




Territory means the world.



      




			
	207515151_1
	 	Licence Agreement     6






 









 








 






Third Party Licence has the meaning given in clause 10.11(b).




Topical Application in respect of any product, means application of the product to the
external surface of the skin by any means.




Trial Protocol means a protocol for the conduct of a Clinical Trial.




Valid Claim means:




	 	(a)	 	any claim of an issued and unexpired patent within the Licensed Patent Rights
other than:






	 	(i)	 	a claim which has been revoked by a decision of a Government
Agency or court of competent jurisdiction from which no appeal lies or in
respect of which no appeal has been filed within the time allowed; or
	 
	 	(ii)	 	a claim which has been admitted by Novogen Research to be
invalid or unenforceable, through reissue or otherwise; or






	 	(b)	 	any claim of a pending patent application within the Licensed Patent Rights.






	1.2	 	Rules for interpreting this document






Headings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this document, except where the context makes it clear that a
rule is not intended to apply.




	 	(a)	 	A reference to:






	 	(i)	 	legislation (including subordinate legislation) is to that
legislation as amended, re-enacted or replaced, and includes any subordinate
legislation issued under it;
	 
	 	(ii)	 	a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated;
	 
	 	(iii)	 	a party to this document or to any other document or
agreement includes a permitted substitute or a permitted assign of that party;
	 
	 	(iv)	 	a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal identity, and any
executor, administrator or successor in law of the person; and
	 
	 	(v)	 	anything (including a right, obligation or concept) includes
each part of it.






	 	(b)	 	A singular word includes the plural, and vice versa.
	 
	 	(c)	 	A word which suggests one gender include the other genders.
	 
	 	(d)	 	If a word is defined, another part of speech has a corresponding meaning.
	 
	 	(e)	 	If an example is given of anything (including a right, obligation or
concept), such as by saying it includes something else, the example does not limit the
scope of that thing.
	 
	 	(f)	 	The word agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing.





      




			
	207515151_1
	 	Licence Agreement     7






 









 








 






	 	(g)	 	The words subsidiary, holding company and related body corporate have the
same meanings as in the Corporations Act.
	 
	 	(h)	 	A reference to “US$” is to the currency of the United States of America.






	1.3	 	Business Days






If the day on or by which a person must do something under this document is not a Business
Day:




	 	(a)	 	if the act involves a payment that is due on demand, the person must do it on
or by the next Business Day; and
	 
	 	(b)	 	in any other case, the person must do it on or by the previous Business Day.






	2.	 	LICENCE






	2.1	 	Grant of licence






Subject to clause 3, by this document Novogen Research grants to MEPL for the Term an
exclusive, non-transferable licence under the Licensed Patent Rights and the Intellectual
Property Rights in the Licensed Know How to:




	 	(a)	 	Exploit Licensed Products in the Territory for use in the Field;
	 
	 	(b)	 	use, reproduce and apply the Licensed Know How in the Territory in the Field
for the purpose of Exploiting Licensed Products in the Field; and
	 
	 	(c)	 	develop, modify and enhance the Licensed Know How in the Territory for the
purpose of Exploiting Licensed Products in the Field.






	2.2	 	Expiration of particular Licensed Patent Rights






If during the Term all Licensed Patent Rights in any country in the Territory expire, lapse
are revoked, do not exist, or are assigned to MEPL under clause 9.4(b), then:




	 	(a)	 	subject to clause 17.1, the licence granted in clause 2.1 applies and
continues in full force and effect in that country for the Term on the same terms as a
licence under the Intellectual Property Rights in the Licensed Know How only; and
	 
	 	(b)	 	the royalty rate specified in clause 7.5(a) payable on Licensed Products
which are entirely manufactured
and supplied in such a country (or countries) will be reduced by 50% of the rate
specified in clause 7.5(a).










	2.3	 	Research licence






	 	(a)	 	By this document MEPL grants to Novogen Research a non-exclusive,
irrevocable, royalty-free licence under the rights granted to MEPL under the Licensed
Intellectual Property to:






	 	(i)	 	conduct its own research and development on and in relation
to any Licensed Product in the Field; and
	 
	 	(ii)	 	use, reproduce, apply, develop, modify and enhance the
Licensed Know How for the purpose of conducting its own research and
development on and in relation to any Licensed Product in the Field.





      




			
	207515151_1
	 	Licence Agreement     8






 









 








 






	 	(b)	 	Novogen Research may not assign, dispose of, transfer, or grant any
sub-licence under the rights granted to it in paragraph (a) to any person other than a
Novogen Company without the prior written consent of MEPL.






	2.4	 	Sub-licences






	 	(a)	 	Subject to paragraphs (b), (c) and (d), MEPL may not grant sub-licences under
any of the rights granted to it under this document without the prior written consent
of Novogen Research.
	 
	 	(b)	 	MEPL may grant sub-licences under the rights granted to it in clause 2.1 to
third parties to manufacture and supply to MEPL all or part of the Licensed Products
without the consent of Novogen Research.
	 
	 	(c)	 	MEPL may grant sub-licences under the rights granted to it in clause 2.1 to
its related bodies corporate without the consent of Novogen Research.
	 
	 	(d)	 	If MEPL wishes to grant any sub-licence under any of the rights granted to it
under this document other than as permitted in paragraph (b) and (c):






	 	(i)	 	MEPL must request the consent of Novogen Research in writing,
stating the identity of the proposed sub-licensee and providing a copy of the
proposed sub-licence agreement;
	 
	 	(ii)	 	Novogen Research must provide or decline its consent in
writing within 30 days of MEPL’s request, providing reasons;
	 
	 	(iii)	 	if Novogen Research wishes to decline its consent, it must
first engage in discussions with MEPL (for no more than 21 days) to attempt to
resolve any reasonable concerns it has with respect to the proposed
sub-licence or sub-licensee with a view to determining if those concerns can
be overcome by appropriate amendment of the proposed sub-licence arrangements;
and
	 
	 	(iv)	 	Novogen Research must not unreasonably withhold its consent.






	 	(e)	 	MEPL must:






	 	(i)	 	ensure that the terms of any sub-licence granted under this
clause 2.4 are consistent with the terms of this document;
	 
	 	(ii)	 	ensure that any sub-licence granted under this clause 2.4
contains obligations on the sub-licensee with respect to confidentiality of
Novogen’s Confidential Information at least as onerous as the obligations of
MEPL under this document;
	 
	 	(iii)	 	ensure that any sub-licence granted under this clause 2.4 is
expressed to terminate immediately upon termination of this document; and
	 
	 	(iv)	 	provide to Novogen Research a complete copy of any executed
sub-licence agreement within 21 days of its execution.






	 	(f)	 	MEPL remains responsible for performance of its obligations under this
document and no sub-licence relieves MEPL of its obligations under this document.






	2.5	 	Sub-contractors






	 	(a)	 	MEPL may sub-contract the manufacture and supply to MEPL of all or part of
the Licensed Products without the consent of Novogen Research. Such sub-contracts





      




			
	207515151_1
	 	Licence Agreement     9






 









 








 






	 	 	 	must be granted on terms which are consistent with this document and do not relieve
MEPL of its obligations under this document.
	 
	 	(b)	 	Except as provided in clause 2.4 and 2.5(a), MEPL may not engage agents or
contractors to perform its obligations under this document unless such agents or
sub-contractors first agree in writing:






	 	(i)	 	to comply with confidentiality obligations substantially
identical to those of MEPL under this document; and
	 
	 	(ii)	 	to assign to MEPL all Intellectual Property Rights in the
Field created or acquired by them in the course of their engagement.






	2.6	 	No Exploitation outside the Field






MEPL must not, and must ensure that any sub-licensee of MEPL does not:




	 	(a)	 	Exploit Licensed Products outside the Field; or
	 
	 	(b)	 	directly market, advertise, promote or Exploit Licensed Products to any
person who MEPL knows or suspects will or is likely to Exploit the Licensed Products
outside the Field.






	2.7	 	Acknowledgements and reserved rights






MEPL acknowledges:




	 	(a)	 	that Novogen Research remains the legal and beneficial owner of the Licensed
Intellectual Property and nothing in this document effects an assignment or transfer
to MEPL of the Licensed Intellectual Property;
	 
	 	(b)	 	that nothing in this document prevents Novogen Research and its Affiliates
(other than MEPL or MEI) from Exploiting any product or process outside the Field; and
	 
	 	(c)	 	that Novogen Research and Novogen Limited have entered into the Existing
Agreements, MEPL acknowledges the terms of those agreements and that the rights
granted to MEPL under this document are subject to the rights (if any) granted under
those agreements.






	2.8	 	Delivery up of Know How and Clinical Trial Materials






Novogen Research must disclose to MEPL all Licensed Know How which exists at the
Commencement Date within 14 days of the Commencement Date. Novogen Research must supply to
MEPL such hard and electronic copies of the Licensed Know How in existence as at the
Commencement Date and the Clinical Trial Materials in existence as at the Commencement Date
that MEPL reasonably requires in a form which is complete, comprehensive and accurate.




	3.	 	EXISTING AGREEMENTS






	3.1	 	Existing Agreements






On the Commencement Date Novogen Research represents and warrants to MEPL:




	 	(a)	 	that Novogen Research is a party to Existing Agreements 1, 2, 5, 6 and 7;
	 
	 	(b)	 	that Novogen Limited is a party to Existing Agreements 3 and 4;
	 
	 	(c)	 	that obligations under each of the Existing Agreements remain to be
performed;





      




			
	207515151_1
	 	Licence Agreement     10






 









 








 






	 	(d)	 	that neither Novogen Research nor Novogen Limited is in breach of its
obligations under any Existing Agreement; and
	 
	 	(e)	 	that to its knowledge no other party is in breach of its obligations under
any Existing Agreement.






	3.2	 	Acknowledgement by MEPL






MEPL acknowledges that the rights granted to it under this document are subject to the
rights (if any) granted under the Existing Agreements.




	3.3	 	Completion or novation






It is the intention of the parties that they will discuss and agree the allocation of each
of the Existing Agreements into one of the three categories set out below as soon as
practicable following execution of this document:




	 	(a)	 	that Novogen Research shall continue to exercise its rights and perform its
obligations under Existing Agreements numbered [to be agreed] until the rights and
obligations of Novogen Research under each of those Existing Agreements with respect
to the Compounds are novated to MEPL as soon as reasonably practicable on reasonable
terms agreed by the parties and the other parties to each of those Existing
Agreements;
	 
	 	(b)	 	that Novogen Limited shall continue to exercise its rights and perform its
obligations under Existing Agreements numbered [to be agreed] until the rights and
obligations of Novogen Limited under that Existing Agreement with respect to the
Compounds are novated to MEPL as soon as reasonably practicable on reasonable terms
agreed by the parties and the other parties to that Existing Agreement; and
	 
	 	(c)	 	that Novogen Research shall continue to exercise its rights and perform its
obligations under Existing Agreements numbered [to be agreed] until completion of
those Existing Agreements.






	3.4	 	Licence for Existing Agreements






	 	(a)	 	By this document MEPL grants to Novogen Research a non-exclusive,
royalty-free licence under the rights granted to MEPL under the Licensed Intellectual
Property to exercise the rights and perform the obligations of Novogen Research and
Novogen Limited under each Existing Agreement, until the earlier of:






	 	(i)	 	the novation to MEPL of the rights and obligations of Novogen
Research (or Novogen Limited as the case may be) under the Existing Agreement
with respect to the Compounds; and
	 
	 	(ii)	 	the completion of the Existing Agreement with respect to the
Compounds.






	 	(b)	 	Novogen Research may not assign, dispose of, transfer, or grant any
sub-licence under the rights granted to it in paragraph (a) to any person other than
Novogen Limited without the prior written consent of MEPL.






	3.5	 	Performance of and payments under Existing Agreements






While Novogen Research or Novogen Limited remains a party to an Existing Agreement:




	 	(a)	 	Novogen Research shall use reasonable endeavours (and shall procure that
Novogen Limited uses reasonable endeavours) not to breach any obligation under the
Existing Agreement; and





      




			
	207515151_1
	 	Licence Agreement     11






 









 








 






	 	(b)	 	MEPL shall reimburse Novogen Research the full amount of any payment made by
Novogen Research or Novogen Limited under the Existing Agreement (less any amount due
as a result of a failure by Novogen Research or Novogen Limited to comply with its
obligations under the Existing Agreement), within 21 days of the payment being made.






	4.	 	CLINICAL TRIALS






	4.1	 	Obligation to conduct Clinical Trials






MEPL must use Diligent Efforts to undertake Clinical Trials appropriate to the development
of Licensed Products for use in the Field on the terms and conditions of this document.




	4.2	 	Conduct of Clinical Trials
	 
	 	 	MEPL must:









	 	(a)	 	fund or arrange adequate third party funding of Clinical Trials;
	 
	 	(b)	 	use Diligent Efforts to design and conduct Clinical Trials to generate
outcomes which are calculated to result in marketing approval of a Licensed Product
for use in the Field;
	 
	 	(c)	 	conduct Clinical Trials diligently, in good scientific manner and in
compliance with any applicable laws and requirements of any relevant Government Agency
(including any applicable laws governing the protection and privacy of personal and
health information);
	 
	 	(d)	 	conduct Clinical Trials in accordance with the relevant Trial Protocol,
consistently with any applicable codes of Good Clinical Practice from time to time;
	 
	 	(e)	 	use appropriate skill, experience, equipment and facilities in the conduct of
Clinical Trials;
	 
	 	(f)	 	ensure that all Clinical Trial Materials are handled appropriately and stored
securely by MEPL, its employees, contractors and agents for the duration of the
Clinical Trials;
	 
	 	(g)	 	use Diligent Efforts ensure that MEPL’s employees, contractors and agents who
are involved in carrying out Clinical Trials fully understand and adhere to any Trial
Protocol; and
	 
	 	(h)	 	take all reasonable measures, in consultation with Novogen Research to
protect Clinical Trial Subjects at risk following any adverse drug experience.






	4.3	 	Clinical Trial Materials






Except for those Clinical Trial Materials existing as at the Commencement Date, MEPL shall
be solely responsible for providing all Clinical Trial Materials necessary for the conduct
of Clinical Trials.




	4.4	 	Records of Clinical Trials






MEPL must maintain for the Term and for a period of 6 years after the end of the Term,
complete and accurate records in good scientific manner, which fully record:




	 	(a)	 	the design of all Trial Protocols and approval of any Government Agency,
institutional review board or hospital ethics committee;





      




			
	207515151_1
	 	Licence Agreement     12






 









 








 






	 	(b)	 	all work done and results achieved in the course of Clinical Trials;
	 
	 	(c)	 	details of MEPL’s employees, agents and contractors engaged to conduct
Clinical Trials, all Clinical Trial Subjects and all other persons involved in
Clinical Trials; and
	 
	 	(d)	 	the Clinical Trial Materials.






	4.5	 	Inspection of records






Novogen Research or its nominee may, during normal business hours, upon reasonable notice
to MEPL and subject to any obligations of confidence or privacy owed by MEPL to third
parties, inspect and copy the records maintained by MEPL under clause 4.4, and may take and
retain such copies of those records as Novogen Research thinks fit.




	4.6	 	Reports on Clinical Trials






	 	(a)	 	Within 30 days of a written request by Novogen Research from time to time
during the Term, MEPL must submit to Novogen Research a written report on the status
of all Clinical Trials.
	 
	 	(b)	 	MEPL must:






	 	(i)	 	notify Novogen Research of any serious adverse drug
experience which occurs during the course of Clinical Trials within 1 Business
Day of becoming aware of that event; and
	 
	 	(ii)	 	if requested by Novogen Research, assist in reporting that
event to any relevant Government Agency, institutional review board or
hospital ethics committee.






	4.7	 	Publication of results of Clinical Trials






	 	(a)	 	Subject to any obligations MEPL or any related body corporate of MEPL has
under any law or rule of any relevant stock exchange, MEPL must not, and must ensure
that its employees, agents and contractors do not, publish, present in public or make
available to any third party the results of any Clinical Trials without the prior
written consent of Novogen Research, which must be provided or declined (with reasons)
within 15 Business Days of written request and which must not be withheld
unreasonably.
	 
	 	(b)	 	Subject to any obligations Novogen Research or any related body corporate of
Novogen Research has under any law or rule of any relevant stock exchange, Novogen
Research must not, and must ensure that its employees, agents and contractors do not,
publish, present in public or make available to any third party the results of any
Clinical Trials without the prior written consent of MEPL, which must be provided or
declined (with reasons) within 15 Business Days of written request and which must not
be withheld unreasonably.






	4.8	 	Intellectual Property Rights in Clinical Trial Materials






By this document, MEPL assigns to Novogen Research absolutely and as beneficial owner, its
entire right, title and interest in all Intellectual Property Rights in all Clinical Trial
Materials, effective upon their creation.



      




			
	207515151_1
	 	Licence Agreement     13







 












 







 






	5.	 	DEVELOPMENTS
	 
	5.1	 	MEPL Developments






	 	(a)	 	MEPL must disclose to Novogen Research in writing:






	 	(i)	 	all MEPL Developments; and
	 
	 	(ii)	 	all other developments of, improvements to, enhancements to,
adaptations and new applications of Compounds or their use outside the Field
made or acquired by MEPL or any MEI Company or their employees, contractors or
agents,






	 	 	 	as soon as is reasonably practicable after becoming aware of them.
	 
	 	(b)	 	By this document MEPL assigns to Novogen Research absolutely and as
beneficial owner the entire right, title and interest in all Intellectual Property
Rights in all MEPL Developments and all developments, improvements, enhancements,
adaptations and new applications referred to in paragraph (a)(ii), effective upon
their creation.






	5.2	 	Novogen Developments
	 
	 	 	Novogen Research must disclose to MEPL in writing all Novogen Developments as soon as is
reasonably practicable after becoming aware of them.






	6.	 	MARKETING AND COMMERCIALISATION
	 
	6.1	 	Marketing and commercialisation
	 
	 	 	Subject to clause 4 and clauses 6.2 to 6.10, MEPL may, at its sole cost and expense,
Exploit Licensed Products in the Field in the Territory in such manner as it thinks fit.
	 
	6.2	 	Diligence
	 
	 	 	MEPL must:






	 	(a)	 	use Diligent Efforts to Exploit Licensed Products in the Field in the
Territory;
	 
	 	(b)	 	conduct, and procure that each of its agents and contractors conduct, any
development, scientific, marketing and commercialisation activities with respect to
Licensed Products on a commercially reasonable basis and in compliance with any
applicable laws and requirements of any Government Agency; and
	 
	 	(c)	 	otherwise act in a manner calculated to maximise the Exploitation of Licensed
Products in the Field throughout the Territory, to the extent it is commercially
reasonable and practicable to do so.






	6.3	 	Milestones
	 
	 	 	MEPL must use Diligent Efforts to:






	 	(a)	 	file and obtain an Investigational New Drug application (IND) with the United
States Food and Drug Administration (FDA) (as determined under Title 21 Part 312, Section 312.40 (b) of the Code of Federal Regulations) (or equivalent
application with a Government Agency in another country) for a Licensed Product in
the Field by 1 June 2011;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     14






 









 








 






	 	(b)	 	enrol the first Clinical Trial Subject in a Phase II Clinical Trial by 28
February 2012;
	 
	 	(c)	 	enrol the first Clinical Trial Subject in a Phase III Clinical Trial by 31
December 2014; and
	 
	 	(d)	 	receive a New Drug Application approval (NDA) from the FDA or equivalent
approval from a Government Agency in any other country by 31 December 2017.






	6.4	 	Revision of Milestones






	 	(a)	 	If MEPL, acting reasonably, considers that it may be unable to meet a
Milestone by the date specified in clause 6.3 it may notify Novogen Research in
writing and request a revision of the date for achievement of the Milestone.
	 
	 	(b)	 	Novogen Research must consider any requests from MEPL under paragraph (a) and
not unreasonably withhold its consent if the failure to meet the dates arises due to:






	 	(i)	 	circumstances which were not reasonably foreseeable; or
	 
	 	(ii)	 	any of the events specified in clauses 7.4(a) to (d).






	6.5	 	Continuing obligation
	 
	 	 	If MEPL fails to meet a Milestone by the date set for that Milestone in clause 6.3 (or the
date as revised under clause 6.4), MEPL must nonetheless continue to use Diligent Efforts
to achieve that Milestone.
	 
	6.6	 	Records and customer relations
	 
	 	 	MEPL must, and must procure that each of its agents and contractors:






	 	(a)	 	keep for the Term and for a period of six years after the end of the Term,
accurate and separate records and accounts of the supply of Licensed Products
sufficient to enable the recall of Licensed Products by batch number, and must submit
copies of those records to Novogen Research immediately upon request by Novogen
Research in the event of such a recall;
	 
	 	(b)	 	note details of any customer complaints about Licensed Products and details
of any return of Licensed Products and must provide those details to Novogen Research
in writing as soon as is practicable after becoming aware of any material complaints
affecting the safety or efficacy of the Licensed Products; and
	 
	 	(c)	 	consult with Novogen Research regarding any action to be taken about any
customer complaint or return of any Licensed Product.






	6.7	 	Marketing and promotion
	 
	 	 	MEPL must, and must use its reasonable endeavours to procure that its agents and
contractors:






	 	(a)	 	act in good faith towards Novogen Research; and
	 
	 	(b)	 	not deliberately or recklessly do anything which might damage or destroy the
market in the Territory for Licensed Products.






	6.8	 	Marketing and distribution plan
	 
	 	 	Upon receiving approval from the relevant Government Agency to market and distribute a
Licensed Product in any country in the Territory, MEPL must:





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     15






 









 








 






	 	(a)	 	promptly establish a marketing and distribution plan for the Licensed Product
in that country which includes:






	 	(i)	 	a list of potential customers in the country;
	 
	 	(ii)	 	a marketing and promotional programme targeted at potential
customers;
	 
	 	(iii)	 	a plan for dissemination of prescribing information and
product information for the Licensed Products to potential customers; and
	 
	 	(iv)	 	the recruitment or contracting of a sales force to market and
sell the Licensed Products; and






	 	(b)	 	use Diligent Efforts to comply with the marketing and distribution plan
developed in accordance with paragraph (a).






	6.9	 	Storage and handling
	 
	 	 	MEPL must, and must procure that its agents and contractors:






	 	(a)	 	store Licensed Products safely and securely and in accordance with the
applicable laws and requirements of any Government Agency; and
	 
	 	(b)	 	permit Novogen Research during normal business hours and on reasonable notice
to inspect Licensed Products in the possession, custody or control of MEPL, its
agents, contractors and sub-licensees.






	6.10	 	Manufacturing of Licensed Products
	 
	 	 	MEPL must, and must procure that its agents and contractors:






	 	(a)	 	ensure that all Licensed Products comply with any applicable laws and
requirements of any Government Agency in the Territory in which MEPL Exploits those
Licensed Products;
	 
	 	(b)	 	ensure that the manufacture of Licensed Products takes place in accordance
with any applicable laws, requirements of any Government Agency and any applicable
codes of Good Manufacturing Practice; and
	 
	 	(c)	 	inform Novogen Research in writing immediately upon becoming aware of any
material failure to comply with those requirements.






	7.	 	LICENCE FEES AND ROYALTIES
	 
	7.1	 	Up-front licence fee
	 
	 	 	In consideration of the licence granted in clause 2.1, MEPL must pay to Novogen Research a
licence fee of US$1,500,000 on the Commencement Date.
	 
	7.2	 	Milestone licence fees






	 	(a)	 	In further consideration of the licence granted in clause 2.1, MEPL must pay
to Novogen Research the Milestone Licence Fees upon the occurrence of the
corresponding milestone set out in paragraph (b), for the first Licensed Product
containing the Compound to reach the relevant milestone set out in paragraph (b).





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     16






 









 








 






	 	(b)	 	The Milestone Licence Fees are:






	 	(i)	 	US$1,000,000 on the date an Investigational New Drug (IND)
for the Licensed Product goes into effect (as determined under Title 21 Part
312, Section 312.40 (b) of the Code of Federal Regulations) or the equivalent
approval of a Government Agency is obtained in another country;
	 
	 	(ii)	 	US$2,000,000 on the date of enrolment of the first Clinical
Trial Subject in a Phase II Clinical Trial of the Licensed Product;
	 
	 	(iii)	 	US$3,000,000 on the date of enrolment of the first Clinical
Trial Subject in a Phase III Clinical Trial of the Licensed Product; and
	 
	 	(iv)	 	US$8,000,000 on the date of first receipt of a New Drug
Application approval (NDA) for the Licensed Product from the FDA or equivalent
approval from a Government Agency in any other country.






	7.3	 	Payments upon default of Milestones






	 	(a)	 	If MEPL has not paid to Novogen Research a Milestone Licence Fee referred to
in clause 7.2(b)(i) by 31 December 2011, then subject to clauses 6.4 and 7.4, MEPL
must pay that Milestone Licence Fee on 31 December 2011.
	 
	 	(b)	 	If MEPL has not paid to Novogen Research a Milestone Licence Fee referred to
in clause 7.2(b)(ii) by 31 December 2012, then subject to clauses 6.4 and 7.4, MEPL
must pay that Milestone Licence Fee on 31 December 2012.
	 
	 	(c)	 	If MEPL has not paid to Novogen Research a Milestone Licence Fee referred to
in clause 7.2(b)(iii) by 31 December 2014, then subject to clauses 6.4 and 7.4, MEPL
must pay that Milestone Licence Fee on 31 December 2014.
	 
	 	(d)	 	If MEPL has not paid to Novogen Research a Milestone Licence Fee referred to
in clause 7.2(b)(iv) by 31 December 2017, then subject to clauses 6.4 and 7.4, MEPL
must pay that Milestone Licence Fee on 31 December 2017.
	 
	 	(e)	 	Any Milestone Licence Fee paid under this clause 7.3 is creditable against
the relevant Milestone Licence Fee otherwise payable under clause 7.2.






	7.4	 	Default by a Novogen Company
	 
	 	 	If any milestone referred to in clause 7.2(b) is not met by the corresponding date set out
in clause 7.3 as a direct result of:






	 	(a)	 	a breach by Novogen Research of its obligations under this document;
	 
	 	(b)	 	a breach by Novogen Limited of its obligations under the Amended and Restated
Services Agreement between MEI and Novogen Limited dated 24 September 2003;
	 
	 	(c)	 	a breach by a Novogen Company of its obligations to MEPL under any other
agreement between the Novogen Company and MEPL; or
	 
	 	(d)	 	the negligence (including breach of statutory duty), wilful misconduct or
unlawful conduct of any Novogen Company,






	 	 	then the relevant date in clause 7.3 is deferred to the extent the failure to meet the
milestone was caused by that breach, negligence, wilful misconduct or unlawful conduct.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     17






 









 








 






	7.5	 	Royalties
	 
	 	 	In further consideration of the licence granted in clause 2.1, MEPL must pay to Novogen
Research:






	 	(a)	 	subject to clause 2.2, 5% of all Net Sales of Licensed Products in the
Territory, Quarterly in arrears, within 30 days of the end of each Quarter; and
	 
	 	(b)	 	25% of all Commercialisation Income, Quarterly in arrears within 30 days of
the end of each Quarter.






	7.6	 	Minimum royalties






	 	(a)	 	Subject to the other provisions of this clause 7.6, from the date of the
first receipt of an NDA for a Licensed Product from the FDA (or equivalent approval
from a Government Agency in any other country) until the expiry of the Term, MEPL must
pay to Novogen Research a minimum royalty of US$3,000,000 per year (the Minimum
Royalty).
	 
	 	(b)	 	MEPL must pay:






	 	(i)	 	the first Minimum Royalty payment within 12 months of the
date of first receipt of an NDA for a Licensed Product from the FDA (or
equivalent approval from a Government Agency in any other country);
	 
	 	(ii)	 	the second Minimum Royalty payment within 30 days of the last
Quarter of the calendar year in which payment of the first Minimum Royalty is
due (such amount to be adjusted pro rata if the due date for payment of the
first Minimum Royalty is not at the beginning of the calendar year); and
	 
	 	(iii)	 	each subsequent Minimum Royalty payment at the same time as
the royalty under clause 7.5 is payable for the last Quarter for that year,
with the last Minimum Royalty payment to be adjusted pro rata if the date of
the expiry of the Term does not fall at the end of a calendar year.






	 	(c)	 	All royalties paid by MEPL under clause 7.5 for Licensed Products are to be
credited against the Minimum Royalty otherwise payable under this clause 7.6.






	7.7	 	How payments must be made






	 	(a)	 	MEPL must make each payment to Novogen Research under this document in United
States dollars by delivering an unendorsed bank cheque to Novogen
Research at the place, or by direct transfer of cleared funds to the credit of the
account, that Novogen Research nominates at least 1 Business Day before the payment
is made.






	 	(b)	 	MEPL must make each payment to Novogen Research under this document without
any set-off or counterclaim and (to the extent permitted by law) free and clear of,
and without deduction or withholding for or on account of, any Taxes.






	7.8	 	Deductions and withholdings
	 
	 	 	If at any time an applicable law obliges MEPL to make a deduction or withholding in respect
of any Tax from any payment by MEPL to Novogen Research under this document, MEPL must:






	 	(a)	 	notify Novogen Research of the obligation promptly after MEPL becomes aware
of it;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     18






 









 








 






	 	(b)	 	ensure that the deduction or withholding does not exceed the minimum amount
required by law;
	 
	 	(c)	 	pay to the relevant Government Agency on time the full amount of the
deduction or withholding and promptly deliver to Novogen Research a copy of any
receipt, certificate or other proof of payment; and
	 
	 	(d)	 	indemnify Novogen Research against the deduction or withholding, by paying to
Novogen Research, at the time that the payment is due, an additional amount that
ensures that, after the deduction or withholding is made, Novogen Research receives a
net sum equal to the sum that it would have received if the deduction or withholding
had not been made.






	7.9	 	Interest on overdue amounts






	 	(a)	 	MEPL must pay interest on each amount that is not paid when due, from (and
including) the day on which it falls due to (but excluding) the day on which it is
paid in full, at the rate calculated in accordance with paragraph (b). This interest
must be paid on demand.
	 
	 	(b)	 	Interest on an unpaid amount accrues each day at a rate equal to the sum of
Novogen Research’s then current overdraft rate with its principal bank on that day and
2% per annum and is capitalised (if not paid) every 30 days.
	 
	 	(c)	 	This clause 7.9 does not affect MEPL’s obligation to pay each amount under
this document when it is due.






	8.	 	REPORTS AND ACCOUNTING
	 
	8.1	 	Books and records
	 
	 	 	MEPL must make, keep and maintain for the Term and for a period of 6 years after the end of
the Term, separate and complete records and books of account relating to:






	 	(a)	 	all marketing, advertising and promotion of Licensed Products;
	 
	 	(b)	 	all commercial Exploitation of Licensed Products; and
	 
	 	(c)	 	any assignment, sublicensing, or other dealing with MEPL’s rights under this
document,






	 	 	which must contain clear particulars sufficient to enable the calculation of all amounts
payable under clause 7.
	 
	8.2	 	Auditor’s certificates
	 
	 	 	Within 60 days of a written request by Novogen Research at any time during the Term or
within 6 years after the end of the Term (but not more than twice in any calendar year),
MEPL must produce a certificate by the auditors or accountants of MEPL as to the accuracy
and completeness of the records and books of account referred to in clause 8.1.
	 
	8.3	 	Inspection
	 
	 	 	Novogen Research may at its cost, during normal business hours and upon reasonable notice
(but not more than twice in any calendar year), by an independent accountant or auditor,
inspect the records and books of account referred to in clause 8.1. The independent
accountant or auditor may take such copies and extracts of the records and books of account
as they think fit for the purpose of inspection and MEPL must give the





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     19






 









 








 






	 	 	independent
accountant or auditor such assistance as is reasonably necessary, including by providing
access to facilities, hardware, software and documents, to enable the Commercialisation
Income and all amounts payable by MEPL to Novogen Research under this document to be
ascertained or verified.
	 
	8.4	 	Quarterly statements
	 
	 	 	MEPL must prepare statements for each Quarter showing:






	 	(a)	 	the progress of Clinical Trials and regulatory approval of Licensed Products;
	 
	 	(b)	 	all commercial Exploitation of Licensed Products;
	 
	 	(c)	 	details of any Commercialisation Income received by or on behalf of MEPL or
an MEI Company in the period to which the statement relates;
	 
	 	(d)	 	details of all income received by or on behalf of MEPL and any MEI Company as
a result of or in connection with the sale, supply, hiring or other disposal of the
Licensed Products; and
	 
	 	(e)	 	the calculation of any payments due under clause 7;






	 	 	and must submit those statements to Novogen Research within 30 days of the end of the
Quarter to which they relate, together with payment of the amount due to Novogen Research
under clause 7. All figures in the statements must be in United States dollars.
	 
	8.5	 	Certification






	 	(a)	 	Novogen Research may give notice to MEPL at any time that it disputes any
statement submitted by MEPL under clause 8.4 and that it wishes to have the statement
certified by an independent accountant (the Accountant) at Novogen Research’s cost.
The Accountant may not be, or be associated with, Novogen Limited’s auditors or
accountants.
	 
	 	(b)	 	Novogen Research must provide to MEPL a copy of its instructions to the
Accountant within 7 days of providing those instructions. MEPL may provide to the
Accountant within 14 days any additional instructions it wishes to give the Accountant
(with a copy to Novogen).
	 
	 	(c)	 	In order to certify a statement under paragraph (a) the Accountant may
inspect MEPL’s records and books of account under clause 8.3.
	 
	 	(d)	 	As soon as is reasonably practicable upon completion of the inspection, the
parties shall cause the Accountant to certify the results of the inspection and
provide a copy of the certification to both parties (a Certification).






	8.6	 	Adjustments






	 	(a)	 	In the absence of manifest error a Certification is final and binding on the
parties.
	 
	 	(b)	 	If a Certification reveals that Novogen Research has not been paid any amount
payable to it under this document, then within 14 days of receiving the Certification,
MEPL must pay to Novogen Research the amount of any underpayment, and clause 7.9
applies.
	 
	 	(c)	 	If a Certification reveals that Novogen Research was underpaid 5% or more in
any Quarter, then within 14 days of receiving the Certification, MEPL must reimburse
Novogen Research all reasonable costs and expenses of the inspection and certification
in addition to the amount of underpayment.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     20






 









 








 






	 	(d)	 	If a Certification reveals that Novogen Research was paid more than the
amount payable under this document, then within 14 days of receiving the
Certification, Novogen Research must refund MEPL the amount of the overpayment, less
all costs and expenses of the inspection and certification which led to the discovery
of the overpayment.






	9.	 	PROSECUTION OF PATENT RIGHTS AND REGULATORY COSTS
	 
	9.1	 	Maintenance of Licensed Patent Rights
	 
	 	 	Subject to clause 9.2, Novogen Research is responsible at its sole cost and expense for
filing, prosecution and maintenance in the Territory of the Licensed Patent Rights.
	 
	9.2	 	Reimbursement by MEPL
	 
	 	 	MEPL must reimburse Novogen Research one third of the costs and expenses incurred by
Novogen Research during the Term in filing, prosecuting and maintaining the Licensed Patent
Rights, within 30 days of presentation by Novogen Research of invoices for those amounts,
together with copies of all third party invoices, receipts and other documents evidencing
those costs.
	 
	9.3	 	Consultation on maintenance of Licensed Patent Rights
	 
	 	 	Novogen Research must:






	 	(a)	 	provide to MEPL a copy of all material correspondence with any patent
authority received by Novogen Research or its attorneys with respect to the Licensed
Patent Rights;
	 
	 	(b)	 	provide to MEPL written notice of all steps and decisions required for the
prosecution or maintenance of the Licensed Patent Rights not less than 30 days before
such steps or decisions are to be taken;
	 
	 	(c)	 	provide to MEPL a reasonable opportunity to consult with respect to the
progression of the prosecution of the Licensed Patent Rights, including by any patent
attorneys retained by MEPL at MEPL’s cost;
	 
	 	(d)	 	not allow any material amendment to the scope of the Licensed Patent Rights
without the prior written consent of MEPL (which must not be unreasonably withheld)
except in the following circumstances:






	 	(i)	 	if, on the advice of Novogen Research’s patent attorney
instructed in relation to the relevant Patent Rights, such amendment is
necessary or desirable to avoid a potential challenge by a third party to the
validity of the Licensed Patent Rights; or
	 
	 	(ii)	 	if, on the advice of Novogen Research’s patent attorney
instructed in relation to the relevant Patent Rights, such amendment is
necessary or desirable to overcome an objection raised in examination or other
prosecution before a patent office regarding the validity of the Licensed
Patent Rights.






	9.4	 	Withdrawal or lapsing of Licensed Patent Rights






	 	(a)	 	If at any time Novogen Research intends to decline to file in a country,
cease the prosecution of, withdraw, abandon or allow to lapse any Licensed Patent
Rights it must give MEPL notice in writing of that intention at least 30 days before
the next relevant deadline.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     21






 









 








 






	 	(b)	 	If after receiving a notice under paragraph (a) MEPL notifies Novogen
Research in writing before the next relevant deadline that MEPL intends to take over
the filing, prosecution and maintenance of the Patent Rights specified in the notice,
then:






	 	(i)	 	by this document Novogen Research assigns to MEPL its entire
right, title and interest in the Patent Rights specified in the notice, with
effect from receipt by Novogen Research of the notice;
	 
	 	(ii)	 	Novogen Research shall promptly transfer to MEPL its entire
prosecution file and all other documents relating to the filing, prosecution
and maintenance of the Patent Rights specified in the notice;
	 
	 	(iii)	 	except as expressly provided, this document shall cease to
apply to the Patent Rights specified in the notice, with effect from receipt
by Novogen Research of the notice; and
	 
	 	(iv)	 	Novogen Research must, at MEPL’s cost, do anything (including
execute any document), and shall ensure that its employees and agents do
anything (including execute any document), that MEPL may reasonably require
from time to time in order to apply for, prosecute and maintain the Patent
Rights specified in the notice.






	9.5	 	Common interest
	 
	 	 	The parties acknowledge that the exchange of information and documents between them in the
course of the filing, prosecution and maintenance of the Licensed Patent Rights under this
clause 9 is pursuant to the common interest of the parties in obtaining advice about the
validity and enforceability of the Licensed Patent Rights, and obtaining, maintaining and
potentially enforcing the Licensed Patent Rights.
	 
	9.6	 	Registration of Licensed Products
	 
	 	 	MEPL is responsible at its sole cost and expense for:






	 	(a)	 	registration and maintenance of the registration of Licensed Products for use
in the Field in accordance with any applicable laws, rules and regulations of any
Government Agency; and
	 
	 	(b)	 	doing everything necessary to apply for and obtain each Authorisation from a
Government Agency required by any applicable law in the Territory for the importation,
manufacture, distribution, storage, marketing, sale and use of Licensed Products in
the Field.






	10.	 	INTELLECTUAL PROPERTY RIGHTS
	 
	10.1	 	Acknowledgment
	 
	 	 	Each party acknowledges that, subject to clause 9.4, nothing in this document effects an
assignment or transfer to MEPL of any right, title or interest in the Licensed Intellectual
Property, and MEPL must not represent that it has any right, title or interest in the
Licensed Intellectual Property other than the rights expressly granted to it under this
document.
	 
	10.2	 	Maintenance of Licensed Intellectual Property
	 
	 	 	MEPL must do all things necessary in storing, manufacturing, packing, supplying,
commercialising and otherwise dealing with the Licensed Products to maintain the Licensed
Intellectual Property and must not cause or permit to be done anything which may damage or
endanger the Licensed Intellectual Property.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     22






 









 








 






	10.3	 	Notification
	 
	 	 	Each party must notify the other party immediately upon becoming aware of:






	 	(a)	 	any actual or apparent infringement by any person of the Licensed
Intellectual Property;
	 
	 	(b)	 	any assertion or claim by any person to the effect that any Licensed
Intellectual Property is invalid; or
	 
	 	(c)	 	any assertion or claim by any person that the activities of a party under
this document infringe the Intellectual Property Rights of any person.






	10.4	 	Proceedings by MEPL
	 
	 	 	Subject to clause 10.6, MEPL may in its discretion and at its cost enforce and defend in
the Territory the Licensed Intellectual Property in the Field, and in the event it does so,
MEPL shall have the conduct and control of any proceedings, including the right to settle
them.
	 
	10.5	 	Joinder of Novogen Research
	 
	 	 	If it is necessary that Novogen Research be a party to any proceedings commenced by MEPL,
Novogen Research shall join such proceedings as a plaintiff or defendant (as appropriate)
and shall at MEPL’s cost provide all reasonable assistance, and execute any documents MEPL
reasonably requests, in relation to the proceedings.
	 
	10.6	 	Proceedings by Novogen Research
	 
	 	 	If MEPL fails to take or defend any proceedings within 28 days of receipt of a notice by
Novogen Research requesting it do so, then without prejudice to any other right Novogen
Research may have, Novogen Research may commence or defend those proceedings itself, and in
the event it does so Novogen Research shall have the conduct and control of the proceedings
including the right to settle them.
	 
	10.7	 	Joinder of MEPL
	 
	 	 	If it is necessary that MEPL be a party to any proceedings taken under clause 10.6, MEPL
shall join such proceedings as a plaintiff and shall at Novogen Research’s cost provide all
reasonable assistance, and execute any documents Novogen Research reasonably requests, in
relation to the proceedings.
	 
	10.8	 	Damages and settlement amounts






	 	(a)	 	If in any proceedings commenced by MEPL under clause 10.4, damages or an
account of profits are awarded to any party to this document, or an amount is received
by either party by way of settlement of those proceedings, then after reimbursement of
each party’s costs of and incidental to the proceedings (pro rata if the amount is
insufficient), the remainder (if any) will be deemed to constitute Commercialisation
Income and MEPL must pay to Novogen Research an amount calculated in accordance with
clause 7.5(b) within 10 Business Days of receipt.
	 
	 	(b)	 	If in any proceedings commenced by Novogen Research under clause 10.6,
damages or an account of profits are awarded to any party to this document, or an
amount is received by MEPL by way of settlement of those proceedings, then after
reimbursement of each party’s costs of and incidental to the proceedings (pro rata if
the amount is insufficient), the remainder (if any) must be paid to Novogen Research
within 10 Business Days of receipt.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     23






 









 








 






	10.9	 	Common interest
	 
	 	 	The parties acknowledge that the exchange of information and documents between them in the
course of the making, conduct or resolution of any proceedings under this clause 10 is
pursuant to the common interest of the parties in obtaining advice about the proceedings,
the facts giving rise to them or the validity and enforceability of the Licensed Patent
Rights, and/or in anticipation of legal proceedings.
	 
	10.10	 	Assignment of Intellectual Property Rights
	 
	 	 	If in any proceedings commenced or defended under this clause 10, a court makes an order in
favour of MEPL in relation to the ownership of any Intellectual Property Rights forming
part of the Licensed Intellectual Property, those Intellectual Property Rights are by this
document assigned absolutely to Novogen Research.
	 
	10.11	 	Infringements by MEPL
	 
	 	 	If any assertion or claim is made by any person to the effect that the Exploitation by MEPL
of a Compound per se infringes the Intellectual Property Rights of any person (an
Infringement Claim) (whether or not the Infringement Claim is made together with any other
assertion or claim), then:






	 	(a)	 	the parties must consult in good faith to endeavour to agree within 30 days
on an appropriate course of action in response to the Infringement Claim;
	 
	 	(b)	 	if MEPL, acting reasonably, determines that it is necessary in order to avoid
infringement and resolve the Infringement Claim, to pay a royalty to a party (other
than an MEI Company) for any right or license to continue to Exploit the relevant
Compound per se (a Third Party Licence) then:






	 	(i)	 	MEPL must negotiate with the relevant third party to minimise
the amount of any royalty payable;
	 
	 	(ii)	 	MEPL must notify Novogen Research of the amount of the
royalty and provide to Novogen Research a copy of the final draft Third Party
Licence before entering into the Third Party Licence;
	 
	 	(iii)	 	subject to paragraph (iv), MEPL may deduct 50% of the amount
of the royalty paid under the Third Party Licence from the royalties otherwise
payable to Novogen Research under clause 7.5 in respect of Net Sales of
Licensed Product in each country in which royalties are payable under the
Third Party Licence; and
	 
	 	(iv)	 	subject to clause 2.2, the royalty payable to Novogen
Research by MEPL in respect of Net Sales of any Licensed Product in any
country must not be less than 3.5% of Net Sales of that Licensed Product.






	11.	 	CONFIDENTIAL INFORMATION
	 
	11.1	 	Use by MEPL for Exploitation
	 
	 	 	MEPL may use and disclose the Confidential Information comprised in the Licensed
Intellectual Property or Licensed Know How and the Clinical Trial Materials to the extent
such use or disclosure is reasonably necessary for the Exploitation of Licensed Products
for use in the Field.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     24







 












 







 






	11.2	 	Confidentiality
	 
	 	 	Subject to clause 11.1, each party must:






	 	(a)	 	keep and maintain all Confidential Information of the other party strictly
confidential;
	 
	 	(b)	 	use Confidential Information of the other parties only for the purposes for
which it is disclosed; and
	 
	 	(c)	 	not disclose any Confidential Information of another party other than to its
employees, agents, authorised sub-contractors, sub-licensees, legal advisers, auditors
or other consultants requiring the information for the purposes of this document and
then only upon those persons undertaking in writing to keep that information
confidential on terms at least as onerous the obligations of confidence under this
document.






	11.3	 	Security
	 
	 	 	For the purposes of clause 11.2, each party must establish and maintain effective security
measures to safeguard the Confidential Information of the other party from unauthorised use
or access and must notify the Disclosing Party immediately upon becoming aware of any
suspected or actual unauthorised use or disclosure of its Confidential Information.
	 
	11.4	 	Exceptions to obligations of confidentiality
	 
	 	 	The obligations in clauses 11.2 and 11.3 do not apply to the extent that a party is
required by law or the requirements of any stock exchange to disclose any Confidential
Information, provided the party promptly gives notice to the Disclosing Party of that
requirement and discloses only that portion of its Confidential Information which it is
legally required to disclose.
	 
	11.5	 	Public domain
	 
	 	 	No piece or body of Confidential Information shall be regarded as in the public domain
merely because it contains information which is in the public domain or is embraced by a
general disclosure which is in the public domain.
	 
	12.	 	REPRESENTATIONS AND WARRANTIES
	 
	12.1	 	Warranties by each party
	 
	 	 	On the Commencement Date each party represents and warrants that:






	 	(a)	 	(status) it is a company limited by shares under the Corporations Act;
	 
	 	(b)	 	(power) it has full legal capacity and power to:






	 	(i)	 	own its property and to carry on its business; and
	 
	 	(ii)	 	enter into this document and to carry out the transactions
that this document contemplates;






	 	(c)	 	(corporate authority) it has taken all corporate action that is necessary or
desirable to authorise its entry into this document and its carrying out the
transactions that this document contemplates;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     25






 









 








 






	 	(d)	 	(Authorisations) it holds each Authorisation that is necessary or desirable
to:






	 	(i)	 	enable it to properly execute this document and to carry out
the transactions that this document contemplates;
	 
	 	(ii)	 	ensure that this document is legal, valid, binding and
admissible in evidence; or
	 
	 	(iii)	 	enable it to properly carry on its business,






	 	 	 	and it is complying with any conditions to which any of these Authorisations is
subject;






	 	(e)	 	(documents effective) this document constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms (except to the extent
limited by equitable principles and laws affecting creditors’ rights generally),
subject to any necessary stamping or registration;
	 
	 	(f)	 	(no contravention) neither its execution of this document nor the carrying
out by it of the transactions that this document contemplates, does or will:






	 	(i)	 	contravene any law to which it or any of its property is
subject or any order of any Government Agency that is binding on it or any of
its property;
	 
	 	(ii)	 	contravene any Authorisation;
	 
	 	(iii)	 	contravene any undertaking or instrument binding on it or
any of its property;
	 
	 	(iv)	 	contravene its constitution; or
	 
	 	(v)	 	require it to make any payment or delivery in respect of any
financial indebtedness before it would otherwise be obliged to do so.






	12.2	 	Representations and warranties by Novogen Research
	 
	 	 	On the Commencement Date Novogen Research represents and warrants that:






	 	(a)	 	(ownership) to its actual knowledge having undertaken reasonable enquiries,
Novogen Research is the legal and beneficial owner of:






	 	(i)	 	the patent applications set out in Schedule 1; and
	 
	 	(ii)	 	the Licensed Know How in existence as at the Commencement
Date which is to be disclosed to MEPL in accordance with clause 2.8,






	 	 	 	and to the best of its knowledge no other person has or shall have any claim of
ownership with respect to such Licensed Intellectual Property;






	 	(b)	 	(no dealings) it has not transferred, assigned or granted to any person any
right, title or interest in or in relation to the Licensed Intellectual Property other
than the rights (if any) granted under the Existing Agreements;
	 
	 	(c)	 	(no Encumbrance) the Licensed Intellectual Property is free from any
Encumbrance;
	 
	 	(d)	 	(filing, prosecution and maintenance) Novogen Research has diligently filed,
prosecuted and maintained the patent applications listed in Schedule 1 and as at
the Commencement Date all filing, prosecution and maintenance fees have been paid;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     26






 









 








 






	 	(e)	 	(impediments to grant) to its actual knowledge, there are no material
impediments to the acceptance and grant of the patent applications set out in Schedule
1in the countries in which they have been filed which are not contained in the
documents it has disclosed to MEPL;
	 
	 	(f)	 	(confidentiality) to its actual knowledge:






	 	(i)	 	Novogen Research has kept the Licensed Know How confidential;
	 
	 	(ii)	 	Novogen Companies have agreements in place which include
obligations of confidence with all persons to whom the Licensed Know How has
been disclosed; and
	 
	 	(iii)	 	there has been no breach of those obligations;






	 	(g)	 	(no infringement) to its actual knowledge the Exploitation by MEPL, in any
country in which a patent application in Schedule 1 has been filed, of a Compound per
se in the Field in accordance with MEPL’s obligations under this document, does not
infringe the Intellectual Property Rights of any person;
	 
	 	(h)	 	(no claims) it has not received any claim or demand:






	 	(i)	 	to the effect that any other person has any ownership
interest in the Licensed Intellectual Property; or
	 
	 	(ii)	 	to the effect that the Exploitation of any Compound (or a
combination of Compounds) would infringe the Intellectual Property Rights of
any other person; and






	 	(i)	 	(no further Patent Rights) other than the Licensed Patent Rights, Novogen
Research has no Patent Rights which are necessary in order for MEPL to exercise its
rights and perform its obligations under this document.






	12.3	 	Validity of Licensed Patent Rights
	 
	 	 	Except as set out in clause 12.2, MEPL acknowledges that Novogen Research makes and has
made no representation, warranty, statement or promise to the effect that:






	 	(a)	 	any letters patent will be granted in respect of the Licensed Intellectual
Property in any country in the Territory; or
	 
	 	(b)	 	if any letters patent are granted in respect of the Licensed Intellectual
Property in any country in the Territory, such letters patent will be valid.






	12.4	 	Exclusion of conditions and warranties
	 
	 	 	Except for the warranties expressly made in this document, all conditions, warranties,
undertakings or representations, express or implied, arising by statute, general law or
otherwise are expressly excluded to the extent permitted by law.
	 
	12.5	 	Reliance on representations and warranties
	 
	 	 	Each party acknowledges that the other party has executed this document and agreed to take
part in the transactions that this document contemplates in reliance on the representations
and warranties that are expressly made in this document.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     27






 









 








 






	13.	 	LIMITATION OF LIABILITY
	 
	13.1	 	Limitation of liability of Novogen Research
	 
	 	 	Subject to clause 13.2 and to the extent permitted by law, the liability of Novogen
Research to MEPL under or in connection with this document, whether in contract, tort
(including negligence and breach of statutory duty) or otherwise is limited to the lesser
of US$10,000,000 or the amount paid by MEPL to Novogen Research under this document at the
time the liability arose.
	 
	13.2	 	Liability for breach of certain warranties
	 
	 	 	Clause 13.1 does not apply to any liability which Novogen Research may have to MEPL for any
breach by Novogen Research of the representations and warranties in clause 12.2.
	 
	13.3	 	Indirect and consequential loss
	 
	 	 	Subject to clauses 14.1 and 14.2, and to the extent permitted by law, in no circumstances
is either party liable in contract, tort (including negligence or breach of statutory duty)
or otherwise, and whatever the cause, to compensate the other party for:






	 	(a)	 	any increased costs or expenses;
	 
	 	(b)	 	any economic loss, loss of profit, revenue, business, contracts or
anticipated savings; or
	 
	 	(c)	 	any other special, indirect or consequential loss or damage of any nature.






	14.	 	INDEMNITIES
	 
	14.1	 	Clinical Trial indemnity
	 
	 	 	MEPL must indemnify and keep indemnified Novogen Research, its directors, employees and
agents against all damages, costs or expenses (including legal costs and expenses on an
indemnity basis) in respect of any claims, demands, actions, proceedings or prosecution
which may be brought or commenced as a result of or in relation to:






	 	(a)	 	the conduct of Clinical Trials generally; or
	 
	 	(b)	 	any personal injury to or death of a Clinical Trial Subject arising out of or
relating to the administration of the Licensed Products or any clinical intervention
or procedure provided for or required for the purposes of the Clinical Trials,






	 	 	except to the extent that the claim, demand, action, proceeding or prosecution arose from
any negligence (including breach of statutory duty) of Novogen Research or any breach by
Novogen Research of its obligations under this document, or arose as a result of the acts
or omissions of a Novogen Company prior to the Commencement Date.






	14.2	 	Commercialisation indemnity by MEPL
	 
	 	 	MEPL must indemnify and keep indemnified Novogen Research, its directors, employees and
agents against all damages, costs or expenses (including legal costs and expenses on an
indemnity basis) in respect of any claims, demands, actions, proceedings or prosecution
which may be brought or commenced as a result of or in relation to:






	 	(a)	 	the licensing or sub-licensing of the Licensed Intellectual Property by MEPL
to a party other than a Novogen Company;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     28






 









 








 






	 	(b)	 	the Exploitation of Licensed Products; or
	 
	 	(c)	 	any packaging, marketing, advertisement or promotion of Licensed Products,






	 	 	by MEPL, its employees, agents, contractors and sub-licensees, including any warranty
claims, product liability claims, product recalls and claims for personal injury relating
to Licensed Products, except to the extent that the claim, demand, action, proceeding or
prosecution arose the negligence (including breach of statutory duty) of Novogen Research
or a Novogen Company or a breach by Novogen Research of its obligations under this document
or a breach by a Novogen Company of its obligations under an agreement with MEPL.






	15.	 	INSURANCE
	 
	15.1	 	MEPL’s insurance policies
	 
	 	 	MEPL must take out and maintain in force in the Territory comprehensive general liability
insurance including advertising and product liability insurance for personal injury and
property damage and product recall insurance, in relation to all Licensed Products on terms
satisfactory to Novogen Research.
	 
	15.2	 	Name of Novogen Research
	 
	 	 	If requested by Novogen Research, MEPL must ensure that that Novogen Research is included
on the policies referred to in clause 15.1 as a joint insured or loss payee.
	 
	15.3	 	Certificates of currency
	 
	 	 	At the request of Novogen Research from time to time, MEPL must provide to Novogen
Research a certificate of currency evidencing its compliance with its obligations under
this clause 15.
	 
	15.4	 	Default
	 
	 	 	If within 15 Business Days of a request by Novogen Research under clause 15.3, MEPL does
not comply with its obligations under that clause, Novogen Research may (but is not obliged
to) take out and maintain the insurance and may recover any premiums paid as a debt due by
MEPL.
	 
	15.5	 	Expiry
	 
	 	 	MEPL shall maintain each insurance policy referred to in clause 15.1 until the expiry date
of the last Licensed Product sold, hired or otherwise disposed of by or on behalf of MEPL
or its sub-licensees.
	 
	15.6	 	Novogen Research’s insurance
	 
	 	 	Novogen Research must take out and maintain in force in the Territory comprehensive general
liability insurance policies, including product liability insurance for personal injury and
property damage and product recall insurance, in relation to its obligations under this
document on terms reasonably satisfactory to MEPL and must at the request of MEPL from time
to time, provide to MEPL a certificate of currency evidencing its compliance with its
obligations under this clause 15.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     29






 









 








 






	16.	 	FORCE MAJEURE
	 
	16.1	 	Notice and suspension of obligations
	 
	 	 	If a party to this document is affected, or likely to be affected, by a Force Majeure
Event:






	 	(a)	 	that party must immediately give the other prompt notice of that fact
including:






	 	(i)	 	full particulars of the Force Majeure Event;
	 
	 	(ii)	 	an estimate of its likely duration;
	 
	 	(iii)	 	the obligations affected by it and the extent of its effect
on those obligations; and
	 
	 	(iv)	 	the steps taken to rectify it; and






	 	(b)	 	the obligations under this document of the party giving the notice are
suspended to the extent to which they are affected by the relevant Force Majeure Event
as long as the Force Majeure Event continues.






	16.2	 	Effort to overcome
	 
	 	 	A party claiming a Force Majeure Event must use its best endeavours to remove, overcome or
minimise the effects of that Force Majeure Event as quickly as possible. However, this
does not require a party to settle any industrial dispute in any way it does not want to.
	 
	16.3	 	Termination
	 
	 	 	If a Force Majeure Event continues for more than 3 months, any party may terminate this
document by giving at least 10 Business Days notice to the other parties.
	 
	17.	 	TERM AND TERMINATION
	 
	17.1	 	Term
	 
	 	 	The rights and obligations of the parties under this document begin on the Commencement
Date and end on the earlier of:






	 	(a)	 	the date of expiry, lapse or revocation or assignment to MEPL under clause
9.4(b) of the last Valid Claim within the Licensed Patent Rights; and
	 
	 	(b)	 	the date this document is terminated in accordance with this clause 17,






	 	 	(the Term).






	17.2	 	Rights on expiry of the Term
	 
	 	 	Upon expiry of the Term under clause 17.1(a), the licence granted to MEPL in clause 2.1
converts to a perpetual, irrevocable, non-exclusive licence under the Intellectual Property
Rights in the Licensed Know How.
	 
	17.3	 	Termination by Novogen Research
	 
	 	 	Novogen Research may terminate this document at any time:






	 	(a)	 	immediately by notice in writing if MEPL defaults in the performance of any
of its obligations under this document which is capable of remedy and fails to remedy





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     30






 









 








 






	 	 	 	that default within 30 days of notice in writing by Novogen Research specifying
the default and requiring the default to be remedied;
	 
	 	(b)	 	on 30 days’ notice in writing if MEPL defaults in the performance of any of
its material obligations under this document which is not capable of remedy;
	 
	 	(c)	 	on 30 days’ notice in writing if MEPL fails to meet any of the Milestones set
out in clause 6.3 by the due date (as extended under clause 6.4 or clause 7.4, as the
case may be); and
	 
	 	(d)	 	immediately by notice in writing if:






	 	(i)	 	there is a Change of Control of MEPL without the prior
written consent of:






	 	(A)	 	Novogen Research; or
	 
	 	(B)	 	Novogen Limited while Novogen Research
remains a subsidiary of Novogen Limited,






	 	 	 	which shall not be unreasonably withheld, delayed or conditioned;
	 
	 	(ii)	 	an Insolvency Event occurs in relation to MEPL; or
	 
	 	(iii)	 	MEPL ceases for any reason to be able lawfully to carry out
all the transactions which this document obliges MEPL to carry out.






	17.4	 	Termination by MEPL
	 
	 	 	MEPL may terminate this document at any time:






	 	(a)	 	on 3 month’s notice in writing to Novogen Research;
	 
	 	(b)	 	immediately by notice in writing if Novogen Research defaults in the
performance of any of its obligations under this document which is capable of remedy
and fails to remedy that default within 30 days of notice in writing by MEPL
specifying the default and requiring the default to be remedied;
	 
	 	(c)	 	on 30 days’ notice in writing if Novogen Research defaults in the performance
of any of its material obligations under this document which is not capable of remedy;
and
	 
	 	(d)	 	immediately by notice in writing if:






	 	(i)	 	an Insolvency Event occurs in relation to Novogen Research;
or
	 
	 	(ii)	 	Novogen Research ceases for any reason to be able lawfully to
carry out all the transactions which this document obliges Novogen Research to
carry out.






	17.5	 	Confidential Information
	 
	 	 	Within 14 days of termination of this document:






	 	(a)	 	Novogen Research must return to MEPL or destroy at MEPL’s election all
Confidential Information of MEPL in the possession, custody or power of Novogen
Research or any Novogen Company; and
	 
	 	(b)	 	MEPL must return to Novogen Research or destroy at Novogen Research’s
election all Confidential Information of Novogen Research in the possession, custody
or power of MEPL,





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     31






 









 








 






	 	 	provided that each party may retain in its legal department a single copy of the
Confidential Information for record keeping purposes and to meet ongoing regulatory
obligations.
	 
	17.6	 	Consequences to MEPL of termination
	 
	 	 	Subject to clause 17.7, upon termination of this document other than by expiry under clause
17.1(a), MEPL must:






	 	(a)	 	immediately cease Exploiting Licensed Products;
	 
	 	(b)	 	within 14 days return to Novogen Research or destroy at Novogen Research’s
election, all Licensed Products, all Clinical Trial Materials (subject to paragraph
(c)), and all copies (including electronic copies) of any labelling and packaging
materials relating to Licensed Products in the possession, custody or power of MEPL
(subject to a right to retain one copy for record and regulatory obligations); and
	 
	 	(c)	 	cooperate with Novogen Research and do everything necessary to bring about
the orderly and medically and ethically permissible termination of all Clinical Trials
or at Novogen Research’s election transfer of the conduct of those Clinical Trials to
Novogen Research or its nominee (including by novation to Novogen Research of any
agreement in place between MEPL and its contractors as soon as reasonably practicable
on reasonable terms agreed by the parties and the other parties to that agreement).






	17.7	 	Existing contracts
	 
	 	 	Upon termination of this document MEPL may complete, for a period of 6 months and in
accordance with its obligations under this document, any contracts for sale or supply of
Licensed Products to which MEPL became bound before the date of termination.
	 
	17.8	 	Survival and accrued rights
	 
	 	 	Upon termination under this clause 17, this document is at an end as to its future
operation except for:






	 	(a)	 	the enforcement of any right or claim which arises on or has arisen before
termination; and
	 
	 	(b)	 	the obligations of the parties under clauses 1, 4.4, 4.5, 4.7(a), 6.6, 7.7,
7.8, 7.9, 8, 10.1, 10.8, 11, 12, 13, 14, 17.5, 17.6, 17.7, 18, 19, 20 and 21 (except
clause 21.4), and this clause 17, which survive termination.






	18.	 	DISPUTE RESOLUTION
	 
	18.1	 	Disputes
	 
	 	 	If a dispute arises out of or in relation to this document (including any dispute as to
breach or termination of the document or as to any claim in tort, in equity or pursuant to
any statute) (a Dispute), a party to this document may not commence any court or
arbitration proceedings relating to the Dispute unless it has complied with this clause 18
except where the party seeks urgent interlocutory relief.
	 
	18.2	 	Notice of Dispute
	 
	 	 	A party to this document claiming that a Dispute has arisen under or in relation to this
document must give written notice to the other party specifying the nature of the Dispute
(a Dispute Notice).





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     32






 









 








 






	18.3	 	Negotiation
	 
	 	 	Upon receipt by a party of a Dispute Notice, Novogen Research and MEPL must procure that
their respective Managing Directors meet to endeavour to resolve the Dispute expeditiously
by negotiation.
	 
	18.4	 	Resolution of Dispute
	 
	 	 	If the parties have not resolved the Dispute under clause 18.3 within 14 days of receipt of
a Dispute Notice, the parties must endeavour to resolve the Dispute expeditiously using
informal dispute resolution techniques such as mediation, expert evaluation or
determination or similar techniques agreed by the parties.
	 
	18.5	 	Mediation
	 
	 	 	If the parties do not agree within 28 days of receipt of a Dispute Notice (or such further
period as the parties agree in writing) as to:






	 	(a)	 	the dispute resolution technique and procedures to be adopted;
	 
	 	(b)	 	the timetable for all steps in those procedures; and
	 
	 	(c)	 	the selection and compensation of the independent person required for such
technique,






	 	 	the parties must mediate the Dispute in accordance with the Mediation Rules of the Law
Society of New South Wales.
	 
	19.	 	NOTICES
	 
	19.1	 	Notices
	 
	 	 	A notice, consent or other communication under this document is only effective if it is in
writing, signed and either left at the addressee’s address or sent to the addressee by mail
or fax. If it is sent by mail, it is taken to have been received 3 Business Days after it
is
posted. If it is sent by fax, it is taken to have been received when the addressee
actually receives it in full and in legible form.
	 
	19.2	 	Addresses for notices
	 
	 	 	A person’s address and fax number are those set out below, or as the person notifies the
sender:





	 	 	 	 	 	 	 
	 	 	Novogen Research
	 

	 	Address:
	 	140 Wicks Road, North Ryde NSW 2113 AUSTRALIA	 	 
	 

	 	Fax number:
	 	Int + 612 9878 0055	 	 
	 

	 	Attention:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	MEPL	 	 	 	 
	 

	 	Address:
	 	140 Wicks Road, North Ryde NSW 2113 AUSTRALIA	 	 
	 

	 	Fax number:
	 	Int + 612 9878 0055	 	 
	 

	 	Attention:
	 	Managing Director	 	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     33






 









 








 






	20.	 	AMENDMENT AND ASSIGNMENT
	 
	20.1	 	Amendment
	 
	 	 	This document can only be amended, supplemented, replaced or novated by another document
signed by the parties.
	 
	20.2	 	Assignment






	 	(a)	 	MEPL may only assign, dispose of, declare a trust over or otherwise create an
interest in its rights under this document (other than pursuant to the grant of
security over all its assets and undertakings to a financier) with the prior written
consent of Novogen Research.
	 
	 	(b)	 	Novogen Research may assign, dispose of, declare a trust over or otherwise
create an interest in its rights under this document without the consent of MEPL, and
may disclose to any potential holder of the right or interest any information relating
to this document or any party to it provided that Novogen must promptly inform MEPL of
the relevant dealing and must ensure any potential holder of the right or interest is
subject to obligations of confidence with respect to the information of MEPL at least
as onerous as those set out in this document.






	21.	 	GENERAL
	 
	21.1	 	Governing law






	 	(a)	 	This document is governed by the law in force in New South Wales.
	 
	 	(b)	 	Each party submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction in New South Wales, and any court that may hear appeals from any of those
courts, for any proceedings in connection with this document, and waives any right it
might have to claim that those courts are an inconvenient forum.






	21.2	 	Liability for expenses
	 
	 	 	Each party must pay its own expenses incurred in negotiating, executing, stamping and
registering this document.
	 
	21.3	 	Relationship of the parties
	 
	 	 	Nothing in this document creates a relationship of employment, partnership or joint venture
between the parties under the laws of any applicable jurisdiction and no party may act or
has the authority to act as agent of or in any way bind or commit another party to any
obligation.
	 
	21.4	 	Giving effect to this document
	 
	 	 	Each party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this document.
	 
	21.5	 	Waiver of rights
	 
	 	 	A right may only be waived in writing, signed by the party giving the waiver, and:






	 	(a)	 	no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the
exercise of the right;





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     34






 









 








 






	 	(b)	 	a waiver of a right on one or more occasions does not operate as a waiver of
that right if it arises again; and
	 
	 	(c)	 	the exercise of a right does not prevent any further exercise of that right
or of any other right.






	21.6	 	Operation of this document






	 	(a)	 	This document contains the entire agreement between the parties about its
subject matter. Any previous understanding, agreement, representation or warranty
relating to that subject matter is replaced by this document and has no further
effect.
	 
	 	(b)	 	Any right that a person may have under this document is in addition to, and
does not replace or limit, any other right that the person may have.
	 
	 	(c)	 	Any provision of this document which is unenforceable or partly unenforceable
is, where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this document.






	21.7	 	Operation of indemnities






	 	(a)	 	Each indemnity in this document survives the expiry or termination of this
document.
	 
	 	(b)	 	A party may recover a payment under an indemnity in this document before it
makes the payment in respect of which the indemnity is given.






	21.8	 	GST gross up and GST on claims






	 	(a)	 	Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)
have the same meaning in this clause.
	 
	 	(b)	 	If a party makes a supply to another party under or in connection with this
document, then (unless the consideration is expressly stated to be inclusive of
GST) the consideration for that supply is exclusive of GST, and in addition to
paying or providing that consideration the recipient must:






	 	(i)	 	pay to the supplier an amount equal to any GST for which the
supplier is liable on that supply, without deduction or set-off of any other
amount; and
	 
	 	(ii)	 	make that payment as and when the consideration or part of it
must be paid or provided, except that the recipient need not pay unless the
supplier has issued to the recipient a tax invoice (or an adjustment note) for
that supply.






	 	(c)	 	The Supplier must promptly create an adjustment note for, or apply to the
Commissioner for, a refund of, and refund to the recipient any overpayment by the
recipient for GST, but the supplier need not refund to the recipient any amount for
GST paid to the Commissioner of Taxation unless the supplier is entitled to a refund
or credit of that amount.
	 
	 	(d)	 	If a party provides a payment for or any satisfaction of a claim or a right
to claim under or in connection with this document (for example, for misleading or
deceptive conduct or for misrepresentation or for a breach of any warranty or for
indemnity or for reimbursement of any expense) that gives rise to a liability for GST,
the provider must pay, and indemnify the recipient on demand against, the amount of
that GST.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     35






 









 








 






	 	(e)	 	If a party has a claim under or in connection with this document for a cost
on which that party must pay an amount for GST, the claim is for the cost plus the
amount for GST (except any amount for GST for which that party is entitled to an input
tax credit).
	 
	 	(f)	 	If a party has a claim under or in connection with this document whose amount
depends on actual or estimated revenue or which is for a loss of revenue, revenue must
be calculated without including any amount received or receivable as reimbursement for
GST (whether that amount is separate or included as part of a larger amount).






	21.9	 	Consents
	 
	 	 	Where this document contemplates that a party may agree or consent to something (however it
is described), that party may:






	 	(a)	 	agree or consent, or not agree or consent, in its absolute discretion; and
	 
	 	(b)	 	agree or consent subject to conditions,






	 	 	unless this document expressly contemplates otherwise.
	 
	21.10	 	Exclusion of contrary legislation
	 
	 	 	Any legislation that adversely affects an obligation of a party, or the exercise by a party
of a right or remedy, under or relating to this document is excluded to the full extent
permitted by law.
	 
	21.11	 	Inconsistency with other documents
	 
	 	 	If this document is inconsistent with any other document or agreement between the parties,
this document prevails to the extent of the inconsistency.
	 
	21.12	 	Counterparts
	 
	 	 	This document may be executed in counterparts.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     36







 












 





 





Schedule 1




LICENSED PATENT RIGHTS




	 	 	 
	FAMILY:

	 	NV128
	 
	 	 
	OWNER:

	 	NOVOGEN RESEARCH PTY LTD





INTERNATIONAL PATENT APPLICATION NO. PCT/AU2005/001435 (WO 2006/032085) — “Substituted chroman
derivatives, medicaments and use in therapy”



International filing date: 21 September 2005




	 	 	 	 	 	 	 
	Case	 	Jurisdiction	 	Official No.	 	Status
	1
	 	Australia	 	2005287865	 	Pending — awaiting examination
	2
	 	Canada	 	2581316	 	Pending — awaiting examination
	3
	 	China	 	200580038117.8	 	Pending — awaiting examination
	4
	 	Hong Kong	 	07113859.6	 	Pending
	5
	 	Europe	 	05779877.9	 	Pending — under examination
	6
	 	India	 	1223/KOLNP/2007	 	Pending — awaiting examination
	7
	 	Israel	 	182034	 	Pending — awaiting examination
	8
	 	Japan	 	2007-531541	 	Pending — awaiting examination
	9
	 	Mexico	 	2007/003216	 	Pending — awaiting examination
	10
	 	New Zealand	 	553834	 	Pending — awaiting examination
	11
	 	Norway	 	20072004	 	Pending — awaiting examination
	12
	 	Singapore	 	200702021-7	 	Pending — under examination
	13
	 	United States	 	11/230726	 	Allowed






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     37






 









 






 





	 	 	 
	FAMILY:

	 	Pheno-Radio
	 
	 	 
	OWNER:

	 	NOVOGEN RESEARCH PTY LTD





INTERNATIONAL PATENT APPLICATION NO. PCT/AU2004/001619 (WO 2005/049008) — “Combinational
radiotherapy and chemotherapy compositions and methods”




International filing date: 19 November 2004




	 	 	 	 	 	 	 
	Case	 	Jurisdiction	 	Official No.	 	Status
	1
	 	Australia	 	2004290465	 	Pending — awaiting examination
	2
	 	Canada	 	2542351	 	Pending — awaiting examination
	3
	 	China	 	200480033734.4	 	Pending — awaiting examination
	4
	 	Europe	 	04797067.8	 	Pending — under examination
	5
	 	Hong Kong	 	08108412.5	 	Pending
	6
	 	Israel	 	174741	 	Pending — under examination
	7
	 	Japan	 	2006-540083	 	Pending — awaiting examination
	8
	 	Mexico	 	PA/a/2006/005697	 	Pending — awaiting examination
	9
	 	New Zealand	 	546150	 	Pending — under examination
	10
	 	Norway	 	20062876	 	Pending — awaiting examination
	11
	 	Singapore	 	122109	 	Granted
	12
	 	United States	 	10/547,077	 	Pending — under examination






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     38






 









 






 





	 	 	 
	FAMILY:

	 	Autophagy
	 
	 	 
	OWNER:

	 	NOVOGEN RESEARCH PTY LTD





INTERNATIONAL PATENT APPLICATION NO. PCT/AU2008/000286 (WO 2008/113100) — “Method for inducing
autophagy”



International filing date: 5 March 2008




	 	 	 	 	 	 	 
	Case	 	Jurisdiction	 	Official No.	 	Status
	1
	 	International (PCT)	 	PCT/AU2008/000286	 	Pending






	 	 	 
	FAMILY:

	 	Apoptosis
	 
	 	 
	OWNER:

	 	NOVOGEN RESEARCH PTY LTD






“Methods for inducing programmed cell death”




Filing date: 22 October 2008




	 	 	 	 	 	 	 
	Case	 	Jurisdiction	 	Official No.	 	Status
	1
	 	Australia	 	2008230055	 	Pending — awaiting examination
	2
	 	Canada	 	2641541	 	Pending — awaiting examination
	3
	 	United States	 	61/107363	 	Filed
	 
	 	 	 	(Provisional)	 	 






	 	 	 
	FAMILY:

	 	Immune
	 
	 	 
	OWNER:

	 	NOVOGEN RESEARCH PTY LTD






“Immunomodulating activities”




Filing date: 29 August 2008




	 	 	 	 	 	 	 
	Case	 	Jurisdiction	 	Official No.	 	Status
	1
	 	Australia	 	2008904483	 	Filed
	 
	 	 	 	(Provisional)	 	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     39






 









 






 





Schedule 2




COMPOUND




Pharmaceutically Acceptable Salt means an organic or inorganic moiety that carries a charge and
that can be administered in association with a pharmaceutical agent, for example, as a
counter-cation or counter-anion in a salt. Pharmaceutically acceptable cations include but are not
limited to sodium, potassium, calcium, zinc and quaternary amine. Pharmaceutically acceptable
anions include but are not limited to chlorine, acetate, citrate, phosphate, bicarbonate and
carbonate.




			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     40






 









 






 





Schedule 3




EXISTING AGREEMENTS





	1.	 	Agreement entitled Contract Reseach Agreement between Novogen Research Pty Ltd and Dr Martin
Aguero and Marshall Edwards Pty Ltd dated 15 December 2006.
	 
	2.	 	Agreement entitled Agreement for Transfer of Novogen Proprietary Material between Novogen
Research Pty Ltd and The Dana Farber Cancer Institute Inc dated 11 December 2008.
	 
	3.	 	Agreement entitled Master Services Agreeement between Novogen Limited and ICP Firefly Pty Ltd
dated 26 May 2008.
	 
	4.	 	Agreement entitled Letter of Offer and Acceptance between Tetra Q and Novogen Limited dated
16 June 2008.
	 
	5.	 	Agreement entitled Product Development between International Drug Development Technopole SAS
and Novogen Research Pty Ltd dated 11 December 2008.
	 
	6.	 	Agreement entitled Consultancy Agreement between Dr Gil Mor and Novogen Research Pty Ltd
dated 17 December 2008.
	 
	7.	 	Agreement entitled Measurement of Lead II ECG in the Anaesthetised Guinea Pig between Aptuit
Inc and Novogen Research.





			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     41






 









 






 




EXECUTED as an agreement.




	 	 	 	 	 	 	 
	SIGNED for NOVOGEN RESEARCH PTY LIMITED, by its 

duly authorised officer, in the presence of:

	 	 	 	/s/ Geoffrey M. Leppinus
 

	 	 
	 

	 	 	 	Signature of officer	 	 
	/s/ Lynne Leppinus
 


	 	 	 	Geoffrey M. Leppinus

Director, Novoven Limited	 	 
	Signature of witness

	 	 	 	Name	 	 
	 
	 	 	 	 	 	 
	Lynne Leppinus
	 	 	 	 	 	 
	Name
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	SIGNED for MARSHALL EDWARDS PTY LIMITED, by its duly 

authorised officer, in the presence of:

	 	 	 	/s/ Bryan RG Williams
 

	 	 
	 

	 	 	 	Signature of officer	 	 
	 
	 	 	 	 	 	 
	/s/ Ann Geddes

	 	 	 	Bryan RG Williams	 	 
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	 	Name	 	 
	 
	 	 	 	 	 	 
	Ann Geddes
	 	 	 	 	 	 
	Name
	 	 	 	 	 	 






			
	 	 	 
	 
	207515151_1
	 	Licence Agreement     42