EX-10.1



 





Exhibit 10.1




	 	 	 
	 
	 	BLAKE DAWSON WALDRON
	 
	 	LAWYERS
	 
	 	 






Amendment Deed




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	 	 	 	 	 
	 

	 	Telephone: +61 2 9258 6000	 	 	3rd April 2007 	 	 
	 

	 	Fax: + 61 2 9258 6999
	 	 	Ref: BLM FZD 02 1372 3369
	 	 






© Blake Dawson Waldron 2007





 









 








CONTENTS




	 	 	 	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	 	1	 
	 
	 

	 	1.1	 	Definitions
	 	 	 	 	1
	 

	 	1.2	 	Terms defined in the Licence Agreement	 	 	 	 	1	 
	 

	 	1.3	 	Rules for interpreting this document	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	CONSIDERATION	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	AMENDMENT	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	REPRESENTATIONS AND WARRANTIES	 	 	2	 
	 
	 

	 	4.1	 	Representations and warranties	 	 	 	 	2	 
	 

	 	4.2	 	Reliance on representations and warranties	 	 	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	GENERAL	 	 	3	 
	 
	 

	 	5.1	 	Governing law	 	 	 	 	3	 
	 

	 	5.2	 	Liability for expenses	 	 	 	 	4	 
	 

	 	5.3	 	Giving effect to this document	 	 	 	 	4	 
	 

	 	5.4	 	Amendment	 	 	 	 	4	 
	 

	 	5.5	 	Counterparts	 	 	 	 	4	 










 









 






AMENDMENT DEED




DATE 3rd April 2007




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.	 	The parties are parties to the Licence Agreement.
	 
	B.	 	The parties wish to amend the Licence Agreement on the terms of this document.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	Effective Date means the date this document is executed by the last of the parties to
execute it.
	 
	 	 	Licence Agreement means the agreement entitled “Amended and Restated Licence Agreement”
between Novogen Research and MEPL dated 24 September 2003, as further amended by an
Amendment Deed between the parties dated 6 June 2006.
	 
	1.2	 	Terms defined in the Licence Agreement
	 
	 	 	Terms that are not defined in clause 1.1 and that are defined in the Licence Agreement (as
amended by this document) have the same meaning in this document.
	 
	1.3	 	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 includes 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.






	2.	 	CONSIDERATION
	 
	 	 	Each party acknowledges that it has received valuable consideration for entering into this
document.
	 
	3.	 	AMENDMENT






	 	(a)	 	The Licence Agreement is amended, with effect on the Effective Date, as
attached in Annexure A.
	 
	 	(b)	 	Subject to paragraph (c), paragraph (a) does not affect any right or obligation
that arises before the Effective Date.
	 
	 	(c)	 	The amendments in paragraph (a) are deemed to have taken effect on and from the
date the Licence Agreement was executed by the last of the parties to execute it.






	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and warranties
	 
	 	 	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:




2









 












	 	(i)	 	to own its property and assets and to carry on its business;
and
	 
	 	(ii)	 	to enter into this document and to carry out the transactions
that it 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 it contemplates;
	 
	 	(d)	 	(Authorisations) it holds each Authorisation that is necessary or desirable to:






	 	(i)	 	execute this document and to carry out the transactions that it
contemplates; and
	 
	 	(ii)	 	ensure that this document is legal, valid, binding and
admissible in evidence,






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




	 	(e)	 	(document 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 it 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; or
	 
	 	(iv)	 	contravene its constitution; and






	 	(g)	 	(no trust) it is not entering into this document as trustee of any trust or
settlement.






	4.2	 	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 it contemplates in reliance on the representations and
warranties that are made or repeated in this clause.
	 
	5.	 	GENERAL
	 
	5.1	 	Governing law
	 
	 	 	This document is governed by the law in force in New South Wales.




3









 






	5.2	 	Liability for expenses
	 
	 	 	Each party must pay its own expenses incurred in negotiating, executing, stamping and
registering this document.
	 
	5.3	 	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.
	 
	5.4	 	Amendment
	 
	 	 	This document can only be amended, supplemented, replaced or novated by another document
signed by the parties.
	 
	5.5	 	Counterparts
	 
	 	 	This document may be executed in counterparts.





EXECUTED as a deed.




	 	 	 
	 
	 	 
	EXECUTED by NOVOGEN 

RESEARCH PTY LIMITED:

	 	 
	 
	 	 
	/s/  Christopher
Naughton
	 	/s/  Ronald Lea
Erratt
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	Christopher
Naughton
	 	Ronald Lea Erratt
	 

	 	 
	Name

	 	Name
	 
	 	 
	EXECUTED by MARSHALL 

EDWARDS PTY LIMITED:

	 	 
	 
	 	 
	/s/  Christopher
Naughton
	 	/s/  David Ross
Seaton
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	Christopher
Naughton
	 	David Ross Seaton
	 

	 	 
	Name

	 	Name







4









 





	 	 	 
	 
	 	BLAKE DAWSON WALDRON
	 
	 	LAWYERS
	 
	 	 







ANNEXURE A




Further Amended and

Restated Licence

Agreement




Novogen Research Pty Limited



ABN 87 060 202 931




Marshall Edwards Pty Limited



ABN 36 099 665 675




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Level 41   
	 	 
	 	225 George Street   
	 	 
	 	Sydney NSW 2000   
	 	 
	 	Telephone: +61 2 9258 6000   

	 	   24 September 2003   
	 	Fax: +61 2 9258 6999   

	 	   Ref: SJD.BLM.02-1308-9508
	 
	© Blake Dawson Waldron 2002-2003








 









 








CONTENTS




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	1
	 
	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	1
	 
	 	1.2	 	Rules for interpreting this document	 	8
	 
	 	1.3	 	Business Days	 	9
	 
	 	 	 	 	 	 
	2.	 	LICENCE TO EXPLOIT THE PRODUCT	 	9
	 
	 	 	 	 	 	 
	 
	 	2.1	 	Grant of licence	 	9
	 
	 	2.2	 	Exclusivity	 	10
	 
	 	2.3	 	Expiration of Licensed Patent Rights	 	10
	 
	 	2.4	 	Sub-licences	 	10
	 
	 	2.5	 	Sub-contractors	 	10
	 
	 	 	 	 	 	 
	3.	 	CLINICAL TRIALS	 	10
	 
	 	 	 	 	 	 
	 
	 	3.1	 	Clinical Trials to date	 	10
	 
	 	3.2	 	Obligation to conduct Clinical Trials	 	11
	 
	 	3.3	 	Conduct of Clinical Trials	 	11
	 
	 	3.4	 	Clinical Trial Materials	 	11
	 
	 	3.5	 	Facilities and personnel	 	11
	 
	 	3.6	 	Records of Clinical Trials	 	11
	 
	 	3.7	 	Inspection of records	 	12
	 
	 	3.8	 	Reports on Clinical Trials	 	12
	 
	 	3.9	 	Publication of results of Clinical Trials	 	12
	 
	 	3.10	 	Intellectual Property Rights in Clinical Trial Materials	 	12
	 
	 	 	 	 	 	 
	4.	 	DEVELOPMENTS	 	12
	 
	 	 	 	 	 	 
	 
	 	4.1	 	MEPL Developments	 	12
	 
	 	4.2	 	Novogen Developments	 	12
	 
	 	 	 	 	 	 
	5.	 	MARKETING AND COMMERCIALISATION	 	13
	 
	 	 	 	 	 	 
	 
	 	5.1	 	Marketing and commercialisation	 	13
	 
	 	5.2	 	Commercialisation	 	13
	 
	 	5.3	 	Records and customer relations	 	13
	 
	 	5.4	 	Marketing and promotion	 	13
	 
	 	5.5	 	Approval of promotional and advertising material	 	14
	 
	 	5.6	 	Compliance with laws	 	14
	 
	 	5.7	 	Storage and handling	 	14
	 
	 	5.8	 	Compliance with laws	 	14
	 
	 	5.9	 	Packing and transport of Products	 	15
	 
	 	 	 	 	 	 
	6.	 	START GRANT AGREEMENT	 	15
	 
	 	 	 	 	 	 
	 
	 	6.1	 	Acknowledgment	 	15






 









 






	 	 	 	 	 	 	 
	 
	 	6.2	 	Compliance with the START Grant Agreement	 	15
	 
	 	6.3	 	Compliance with reasonable directions	 	15
	 
	 	 	 	 	 	 
	7.	 	LICENCE FEES	 	15
	 
	 	 	 	 	 	 
	 
	 	7.1	 	First lump sum licence fee	 	15
	 
	 	7.2	 	Second lump sum licence fee	 	16
	 
	 	7.3	 	Royalties during the Exclusivity Period	 	16
	 
	 	7.4	 	Royalties after the Exclusivity Period	 	16
	 
	 	7.5	 	Milestone Licence Fees	 	16
	 
	 	 	 	 	 	 
	8.	 	PAYMENT TERMS	 	17
	 
	 	 	 	 	 	 
	 
	 	8.1	 	Payments	 	17
	 
	 	8.2	 	Interest on overdue accounts	 	17
	 
	 	 	 	 	 	 
	9.	 	REPORTS AND ACCOUNTING	 	17
	 
	 	 	 	 	 	 
	 
	 	9.1	 	Books and records	 	17
	 
	 	9.2	 	Auditor’s certificates	 	17
	 
	 	9.3	 	Quarterly statements	 	17
	 
	 	9.4	 	Certification	 	18
	 
	 	9.5	 	Adjustments	 	18
	 
	 	9.6	 	Interest on adjustments	 	18
	 
	 	9.7	 	Inspection	 	18
	 
	 	 	 	 	 	 
	10.	 	OTHER COSTS	 	19
	 
	 	 	 	 	 	 
	 
	 	10.1	 	Maintenance of Licensed Patent Rights	 	19
	 
	 	10.2	 	Reimbursement by MEPL	 	19
	 
	 	10.3	 	Registration of Products	 	19
	 
	 	 	 	 	 	 
	11.	 	GOODS AND SERVICES TAX	 	19
	 
	 	 	 	 	 	 
	 
	 	11.1	 	GST Law definitions	 	19
	 
	 	11.2	 	GST payable in addition to other amounts	 	19
	 
	 	11.3	 	Tax invoice	 	20
	 
	 	11.4	 	Adjustments	 	20
	 
	 	11.5	 	GST where MEPL supplies Novogen Research	 	20
	 
	 	 	 	 	 	 
	12.	 	OTHER DEDUCTIONS AND WITHHOLDINGS	 	20
	 
	 	 	 	 	 	 
	13.	 	INTELLECTUAL PROPERTY RIGHTS	 	21
	 
	 	 	 	 	 	 
	 
	 	13.1	 	Acknowledgment	 	21
	 
	 	13.2	 	Maintenance of Licensed Intellectual Property	 	21
	 
	 	13.3	 	Notification	 	21
	 
	 	13.4	 	Proceedings by MEPL	 	21
	 
	 	13.5	 	Directions by Novogen Research	 	21
	 
	 	13.6	 	Joinder of Novogen Research	 	22






ii.









 






	 	 	 	 	 	 	 
	 
	 	13.7	 	Proceedings by Novogen Research	 	22
	 
	 	13.8	 	Joinder of MEPL	 	22
	 
	 	13.9	 	Damages and settlement amounts	 	22
	 
	 	13.10	 	Assignment of Intellectual Property Rights	 	22
	 
	 	 	 	 	 	 
	14.	 	CONFIDENTIAL INFORMATION	 	22
	 
	 	 	 	 	 	 
	 
	 	14.1	 	Confidentiality	 	22
	 
	 	14.2	 	Security	 	23
	 
	 	14.3	 	Exceptions to obligations of confidentiality	 	23
	 
	 	14.4	 	Public domain	 	23
	 
	 	 	 	 	 	 
	15.	 	REPRESENTATIONS AND WARRANTIES	 	23
	 
	 	 	 	 	 	 
	 
	 	15.1	 	Warranties of each party	 	23
	 
	 	15.2	 	Representations and warranties by Novogen Research	 	24
	 
	 	15.3	 	Validity of Licensed Patent Rights	 	25
	 
	 	15.4	 	Reliance on representations and warranties	 	25
	 
	 	 	 	 	 	 
	16.	 	LIMITATION OF LIABILITY	 	25
	 
	 	 	 	 	 	 
	 
	 	16.1	 	Limitation of liability of Novogen Research	 	25
	 
	 	16.2	 	Liability for infringement of Intellectual Property Rights	 	25
	 
	 	16.3	 	Exclusion of conditions and warranties	 	25
	 
	 	16.4	 	Indirect and consequential loss	 	25
	 
	 	 	 	 	 	 
	17.	 	INDEMNITIES AND INSURANCE	 	26
	 
	 	 	 	 	 	 
	 
	 	17.1	 	Clinical Trial indemnity	 	26
	 
	 	17.2	 	Commercialisation indemnity	 	26
	 
	 	17.3	 	MEPL’s insurance policies	 	27
	 
	 	17.4	 	Name of Novogen Research	 	27
	 
	 	17.5	 	Certificates of currency	 	27
	 
	 	17.6	 	Default	 	27
	 
	 	17.7	 	Expiry	 	27
	 
	 	17.8	 	Novogen Research’s insurance	 	27
	 
	 	 	 	 	 	 
	18.	 	FORCE MAJEURE	 	27
	 
	 	 	 	 	 	 
	 
	 	18.1	 	Notice and suspension of obligations	 	27
	 
	 	18.2	 	Effort to overcome	 	28
	 
	 	18.3	 	Termination	 	28
	 
	 	 	 	 	 	 
	19.	 	TERM AND TERMINATION	 	28
	 
	 	 	 	 	 	 
	 
	 	19.1	 	Term	 	28
	 
	 	19.2	 	Termination by Novogen Research	 	28
	 
	 	19.3	 	Termination by MEPL	 	29
	 
	 	19.4	 	Consequences to MEPL of termination	 	29
	 
	 	19.5	 	Consequences to Novogen Research of termination	 	29






iii.









 






	 	 	 	 	 	 	 
	 
	 	19.6	 	Survival and accrued rights	 	30
	 
	 	 	 	 	 	 
	20.	 	DISPUTE RESOLUTION	 	30
	 
	 	 	 	 	 	 
	 
	 	20.1	 	Disputes	 	30
	 
	 	20.2	 	Notice of Dispute	 	30
	 
	 	20.3	 	Negotiation	 	30
	 
	 	20.4	 	Resolution of Dispute	 	30
	 
	 	20.5	 	Mediation	 	30
	 
	 	 	 	 	 	 
	21.	 	NOTICES	 	31
	 
	 	 	 	 	 	 
	22.	 	AMENDMENT AND ASSIGNMENT	 	31
	 
	 	 	 	 	 	 
	 
	 	22.1	 	Amendment	 	31
	 
	 	22.2	 	Assignment	 	31
	 
	 	 	 	 	 	 
	23.	 	GENERAL	 	31
	 
	 	 	 	 	 	 
	 
	 	23.1	 	Governing law	 	31
	 
	 	23.2	 	Liability for expenses	 	32
	 
	 	23.3	 	Relationship of the parties	 	32
	 
	 	23.4	 	Giving effect to this document	 	32
	 
	 	23.5	 	Waiver of rights	 	32
	 
	 	23.6	 	Operation of this document	 	32
	 
	 	23.7	 	Operation of indemnities	 	32
	 
	 	23.8	 	Consents	 	33
	 
	 	23.9	 	Exclusion of contrary legislation	 	33
	 
	 	23.10	 	Counterparts	 	33
	 
	 	 	 	 	 	 
	SCHEDULE 1: Product Patent Rights	 	34
	 
	 	 	 	 	 	 
	SCHEDULE 2: Manufacturing Patent Rights	 	37







iv.









 





FURTHER AMENDED AND RESTATED

LICENCE AGREEMENT




DATE 24 September 2003




PARTIES





Novogen Research Pty Limited ABN 87 060 202 931 (“Novogen Research”)




Marshall Edwards Pty Limited ABN 36 099 665 675 (“MEPL”)



RECITALS





	A.	 	Novogen Research is the proprietor of certain patents, the applicant for certain patent
applications and the owner of certain know how relating to:






	 	(a)	 	a method of preparation of the compound known as “phenoxodiol”; and
	 
	 	(b)	 	agents comprising phenoxodiol and compositions containing it and its use as a
human therapeutic treatment.






	B.	 	MEPL wishes to conduct clinical trials relating to the use of phenoxodiol and to exploit
phenoxodiol throughout the world for certain human therapeutic uses.






	C.	 	In May 2002 Novogen Research agreed to grant to MEPL a licence to conduct clinical trials and
to exploit phenoxodiol on terms and conditions set out in a licence agreement between the
parties (the “Original Licence Agreement”).






	D.	 	The parties have agreed to amend and restate the terms of the Original Licence Agreement as
set out in this document with effect from the date of this document.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION






	1.1	 	Definitions






The following definitions apply in this document.




“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.






“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.




“Bank Bill” means a bill of exchange (as defined in the Bills of Exchange Act 1909 (Cth))
that has been accepted by a bank authorised under a law of the Commonwealth or any state to
carry on banking business.




“Bank Bill Rate” means, for a period:




	 	(a)	 	the average, expressed as a yield per cent per annum (rounded up (if necessary)
to 4 decimal places) of all rates quoted on each day in the period as the 180 day
bank-accepted bill rate on the web site of the Reserve Bank of Australia at
www.rba.gov.au (or any web site that replaces that web site); or
	 
	 	(b)	 	if no rate can be calculated under paragraph (a), the bid rate available to
MEPL at about 11.00 am (Sydney time) on that day, as conclusively determined in good
faith by MEPL, for Bank Bills that have the tenor described in paragraph (a).






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




“Change of Control” of MEPL means a change in:




	 	(a)	 	Control of the composition of the board of directors of the corporation;
	 
	 	(b)	 	Control of more than half the voting rights attaching to shares in the
corporation; or
	 
	 	(c)	 	Control of more than half the issued shares of the corporation (not counting
any share which carries no right to participate beyond a specified amount in the
distribution of either profit or capital),






which, for the avoidance of doubt, does not include a change in:




	 	(d)	 	Control of the composition of the board of directors of Novogen Limited;
	 
	 	(e)	 	Control of more than half the voting rights attaching to shares in Novogen
Limited; or




2.









 












	 	(f)	 	Control of more than half the issued shares of Novogen Limited (not counting
any share which carries no right to participate beyond a specified amount in the
distribution of either profit or capital).






“Clinical Trial” means a clinical evaluation of the stability, tolerability, synergy or
efficacy of a Product for use in the Field.




“Clinical Trial Materials” means all medication, Trial Protocols, results of Clinical
Trials, case report forms, study aids, and any other materials used in, or arising out of,
the conduct of Clinical Trials.




“Clinical Trial Subject” means a person who is enrolled 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 the Original Licence Agreement was executed by the last
of the parties to execute it.




“Commercialisation Income” means all gross income received by or on behalf of MEPL or its
related bodies corporate (other than Novogen Research and Novogen Laboratories) as a result
of or in connection with any assignment, sublicensing, or other dealing with MEPL’s rights
under this document, other than income received solely in consideration of the sale, hiring
or other disposal of Product.




“Commonwealth” means the Commonwealth of Australia.




“Confidential Information” means:




	 	(a)	 	in relation to Novogen Research, the Clinical Trial Materials, the Licensed
Know How, all Novogen Developments and MEPL Developments, all documents, records and
reports relating to the Licensed Intellectual Property or Products, which are provided
by MEPL under this document and all other written or oral information disclosed by
Novogen Research to MEPL under this document, other than 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 written or oral information disclosed by MEPL to
Novogen Research under this document, other than information referred to in paragraph
(a) and information which Novogen Research can establish:






	 	(i)	 	was in the public domain when it was given to it;




3.









 












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






“Control” means a power or control that is direct or indirect or that is, or can be,
exercised as a result of, by means of or by the revocation or breach of a trust, an
agreement, a practice, or any combination of them, whether or not they are enforceable. It
does not matter whether the power or control is express or implied, formal or informal,
exercisable alone or jointly with someone else.




“Corporations Act” means the Corporations Act 2001 (Cth).




“Deed of Acknowledgment and Undertaking” means the document so entitled to be entered into
between Novogen Limited and the Industry Research and Development Board for and on behalf of
the Commonwealth.




“Default Rate” means, in relation to an amount which has not been paid to a party, a rate
equal to the sum of that party’s cost of funding the amount (if that party were to borrow
that amount and as determined conclusively by that party) and 2% per annum.




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




“Dispute” has the meaning given to that term in clause 20.1.




“Dispute Notice” has the meaning given to that term in clause 20.2.




“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
notice under section 255 of the Income Tax Assessment Act 1936 (Cth), section 260-5 in
schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation, or an
easement, restrictive covenant, caveat or similar restriction over property, or an agreement
to create any of them or to allow any of them to exist.




“Exclusivity Period” means the period commencing on the Commencement Date and ending the
later of:




	 	(a)	 	the date of expiration or lapsing of the last Patent Right in the patents and
patent applications set out in schedule 1 and 2; or
	 
	 	(b)	 	the date of expiration or lapsing of the last Licensed Patent Right which MEPL
would, but for the licence granted in clause 2.1, infringe in any country in the
Territory by doing in that country any of the things set out in clause 2.1.






“FDA Approval” means the approval by the Food and Drug Administration of the United States
of an investigational new drug (IND) application for a Product to commence phase 1 Clinical
Trials in the United States.



4.









 






“Field” means the prevention, treatment or cure of cancer in humans by pharmaceuticals
delivered or administered by injection or by any other means but excluding topical
applications. For the avoidance of doubt, “non-topical applications” shall be any means of
administration other than to the skin.




“Fixed and Floating Charge” means the document entitled “Deed of Fixed and Floating Charge”
between Novogen Research and St George Bank Limited dated 30 June 1997.




“Force Majeure Event” means any occurrence or omission as a direct or indirect result of
which the party relying on it is prevented from or delayed in performing any of its
obligations (other than a payment obligation) under this document and that is beyond the
reasonable control of that party, including forces of nature, industrial action and action
or inaction by a Government Agency.




“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.






“GST” means:




	 	(a)	 	the same as in the GST Law; and
	 
	 	(b)	 	any other goods and services tax, or any tax applying to this transaction in a
similar way; and
	 
	 	(c)	 	any additional tax, penalty tax, fine, interest or other charge under a law for
such a tax.






“GST Law” means the same as “GST law” means in A New Tax System (Goods and Services Tax) Act
1999 (Cth).




“Insolvency Event” means, for 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, otherwise than in the
course of a reorganisation, reconstruction, amalgamation or merger.




“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 and Know How (including the



5.









 







right to apply for registration of any such rights), Patent 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, data collected during the course of
Clinical Trials, case reports, data analyses and summaries and submissions to and
information from ethical committees and regulatory authorities.




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




“Licensed Know How” means the Manufacturing Know How, all existing Know How of Novogen
Research in relation to Products and its uses in the Field and all Know How in Clinical
Trial Materials, Novogen Developments and MEPL Developments.




“Licensed Patent Rights” means the Product Patent Rights, the Manufacturing Patent Rights
and all Patent Rights in any Novogen Developments and MEPL Developments.




“Manufacturing Know How” means all existing Know How of Novogen Research in relation to the
synthesis and manufacture of Products.




“Manufacturing Licence and Supply Agreement” means the agreement of that title between MEPL
and Novogen Laboratories dated on or about the date of this document.




“Manufacturing Patent Rights” means all Patent Rights in the patents and patent applications
set out in schedule 2.




“MEPL Developments” means all developments, improvements, enhancements, adaptations and new
Know How, whether patentable or otherwise, in relation to the Product or the Licensed
Intellectual Property, which during the Term are made or acquired by MEPL, its employees,
agents or contractors.




“Milestone Licence Fee” means:




	 	(a)	 	for the calender year ending 31 December 2003: US$1,000,000;
	 
	 	(b)	 	for the calender year ending 31 December 2004: US$2,000,000;
	 
	 	(c)	 	for the calender year ending 31 December 2005: US$4,000,000; and
	 
	 	(d)	 	upon the receipt by MEPL of the first:






	 	(i)	 	approval by the FDA of a New Drug Application (NDA) for a
Product (on an accelerated basis or otherwise);
	 
	 	(ii)	 	approval or authorisation of any kind to market a Product in
the United States; or
	 
	 	(iii)	 	approval or authorisation of any kind by a Government Agency
in any other country to market a Product,




6.









 






	 	 	 	(the Approval Date): US$8,000,000, together with interest on that amount from (and
including) 31 December 2006 to (but excluding) the Approval Date, at the Bank Bill
Rate;






	 	(e)	 	for the calendar year of the year of the Approval Date, and for each calendar
year during the Exclusivity Period thereafter: US$8,000,000,






less any amount payable to Novogen Research during that calendar year under clause 7.1.




“Net Sales” in relation to any Product means the gross invoice or contract price of that
Product sold, hired or otherwise disposed of by MEPL, its Affiliates (other than Novogen
Laboratories) or sub-licensees (which for avoidance of doubt includes sub-licensees via one
or more interposing sub-licences, but does not include mere distributors) to the first
person who is not its Affiliate or sub-licensee, after deducting (to the extent not already
deducted):




	 	(a)	 	trade and quantity discounts; and
	 
	 	(b)	 	returns, rebates and allowances actually taken.






“Novogen Developments” means all developments of, improvements to, enhancements to, or
adaptations of Products or Licensed Know How, whether patentable or otherwise, in the Field
which during the Term are made or acquired by Novogen Research, Novogen Limited or Novogen
Laboratories Pty Limited (ABN 42 002 489 947) or their employees, contractors or agents,
which Novogen Research is free to license or disclose to MEPL, but does not include any
Option Compound or any new isoflavonoid compound having a formula which does not fall within
the claims of the Product Patent Rights.




“Novogen Limited” means Novogen Limited ABN 37 063 259 754.




“Option Compound” has the meaning given in the document entitled “Amended and Restated
Licence Option Deed” between Novogen Research and MEPL dated 24 September 2003.




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




“Product” means any product or formulation containing the compound known as “phenoxodiol”
(or NV-06) for delivery or administration by injection or by any other means but excluding
topical applications, whether in primary manufactured form, final packaged form or
otherwise, and whether in combination with any other compound or component, active or
otherwise. For the avoidance of doubt, “non-topical applications” shall be any means of
administration of the Product other than to the skin.




“Product Patent Rights” means all Patent Rights in the patents and patent applications set
out in schedule 1.



7.









 






“Quarter” means, in respect of any calender year in the Term, the four quarters of that
year, the first of which commences on the first day of that year.




“START Grant Agreement” means the agreement entitled “R & D Start Grant Agreement No:
STG/00220” between Novogen Limited and the Industry Research and Development Board for and
on behalf of the Commonwealth, dated 24 December 1998.




“Tax” means a tax, levy, duty, charge, deduction or withholding, however it is described,
that is imposed by a Government Agency, together with any related interest, penalty, fine or
other charge.




“Term” means the term of this document as determined under clause 19.




“Territory” means the world.




“Trial Protocol” means a protocol for the conduct of a Clinical Trial as may be developed by
MEPL from time to time.




	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 includes 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.




8.









 












	 	(f)	 	The word “agreement” includes an undertaking or other binding arrangement or
understanding, whether or not in writing.
	 
	 	(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.






	1.4	 	Application of this document






	 	(a)	 	This document varies and amends the Original Licence Agreement with effect from
the date of execution of this document.
	 
	 	(b)	 	The terms and conditions of this document replace the terms and conditions of
the Original Licence Agreement.






	2.	 	LICENCE TO EXPLOIT THE PRODUCT






	2.1	 	Grant of licence






Novogen Research by this document grants to MEPL for the Term a non-transferable licence
under the Licensed Patent Rights and the Intellectual Property Rights in the Licensed Know
How to:




	 	(a)	 	make, have made, sell, hire or otherwise dispose of Products in the Territory
for use in the Field;
	 
	 	(b)	 	offer to make, sell, hire or otherwise dispose of Products in the Territory for
use in the Field;
	 
	 	(c)	 	use and import Products into any country in the Territory for the purpose of
exercising its rights under paragraphs (a) and (b);
	 
	 	(d)	 	use, reproduce, apply, develop, modify and enhance the Licensed Know How in the
Field;
	 
	 	(e)	 	keep Products and the Licensed Know How for the purpose of doing any of the
things in paragraphs (a) to (d); and
	 
	 	(f)	 	use any method or process claimed or disclosed in the Manufacturing Patent
Rights or forming part of the Manufacturing Know How for the purpose of exercising its
rights under paragraphs (a) to (e).




9.









 












	2.2	 	Exclusivity






The licence granted in clause 2.1 is:




	 	(a)	 	exclusive in the Field and in the Territory during the Exclusivity Period; and
	 
	 	(b)	 	non-exclusive in the Field and in the Territory from the date of expiration of
the Exclusivity Period until the end of the Term.






	2.3	 	Expiration of Licensed Patent Rights






If during the Term all Licensed Patent Rights in any country in the Territory lapse or are
held invalid, then subject to clause 19.1, the licence granted in clause 2.1 shall continue
in full force and effect in that country on the same terms as a licence under the
Intellectual Property Rights in the Licensed Know How only.




	2.4	 	Sub-licences






	 	(a)	 	Subject to paragraphs (b) and (c), 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 a sub-licence to Novogen Laboratories on the terms and
conditions of the Manufacturing Licence and Supply Agreement.
	 
	 	(c)	 	Novogen Research must grant its consent to any sub-licence proposed to be
granted by MEPL in the circumstances set out in clause 3.9 of the Manufacturing Licence
and Supply Agreement provided that sub-licence is in terms substantially consistent
with those in the Manufacturing Licence and Supply Agreement.






	2.5	 	Sub-contractors






MEPL may not engage agents or sub-contractors to perform its obligations under this
document:




	 	(a)	 	without the prior written consent of Novogen Research; and
	 
	 	(b)	 	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 Novogen Research all Intellectual Property Rights
in the Field created or acquired by them in the course of their engagement.






	3.	 	CLINICAL TRIALS
	 
	3.1	 	Clinical Trials to date






Novogen Research represents and warrants to MEPL that:




	 	(a)	 	Novogen Limited has sponsored and funded phase 1 Clinical Trials in Australia;




10.









 












	 	(b)	 	Novogen Limited has obtained the FDA Approval; and
	 
	 	(c)	 	the FDA Approval has not been revoked or amended.






	3.2	 	Obligation to conduct Clinical Trials






MEPL shall continue current Clinical Trials and undertake further Clinical Trials on the
terms and conditions of this document.




	3.3	 	Conduct of Clinical Trials







MEPL must and must ensure that its agents, contractors and sub-licensees:




	 	(a)	 	fund or arrange adequate third party funding of Clinical Trials;
	 
	 	(b)	 	use all reasonable endeavours to design and conduct Clinical Trials to generate
outcomes which are calculated to result in regulatory approval of a Product for use in
the Field;
	 
	 	(c)	 	conduct Clinical Trials diligently, in good scientific manner, in compliance
with any applicable laws, rules and regulations of any Government Agency in the
Territory (including any laws governing the protection and privacy of personal
information), in accordance with any Trial Protocol and any other reasonable directions
given by Novogen Research from time to time, and consistently with the requirements of
any applicable good laboratory practices;
	 
	 	(d)	 	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;
	 
	 	(e)	 	ensure that MEPL’s employees, contractors, sub-licensees and agents who are
involved in carrying out Clinical Trials fully understand and adhere to any Trial
Protocol; and
	 
	 	(f)	 	take all reasonable measures, in consultation with Novogen Research, to protect
Clinical Trial Subjects at risk following a serious adverse drug experience.






	3.4	 	Clinical Trial Materials
	 
	 	 	MEPL shall be solely responsible for providing all Clinical Trial Materials necessary for
the conduct of Clinical Trials.






	3.5	 	Facilities and personnel
	 
	 	 	In order to comply with its obligations under this clause 3, MEPL must, and must ensure that
its employees, agents, contractors and sub-licensees use appropriate skill, experience,
equipment and facilities.






	3.6	 	Records of Clinical Trials






MEPL must maintain complete and accurate records in good scientific manner, which fully
record:



11.









 






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






	3.7	 	Inspection of records






Novogen Research or its nominee may, during normal business hours and upon reasonable notice
to MEPL, inspect and copy the records maintained by MEPL under clause 3.6, and may take and
retain such copies as Novogen Research thinks fit.




	3.8	 	Reports on Clinical Trials






	 	(a)	 	Within 5 Business Days of a written request by Novogen Research from time to
time during the Term, MEPL shall submit a written report to Novogen Research on the
status of all Clinical Trials.
	 
	 	(b)	 	MEPL shall immediately report to Novogen Research any serious adverse drug
experience which occurs during the course of Clinical Trials, and if requested by
Novogen Research, MEPL shall cooperate in reporting that experience to any relevant
third party or Government Agency.






	3.9	 	Publication of results of Clinical Trials






MEPL must not, and must ensure that its employees, agents, contractors and sub-licensees 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.




	3.10	 	Intellectual Property Rights in Clinical Trial Materials






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 Clinical Trial
Materials.




	4.	 	DEVELOPMENTS
	 
	4.1	 	MEPL Developments






MEPL shall disclose to Novogen Research all MEPL Developments as soon as is reasonably
practicable after becoming aware of them, and 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.




	4.2	 	Novogen Developments






Novogen Research shall disclose to MEPL all Novogen Developments as soon as is reasonably
practicable after becoming aware of them.




12.









 






	5.	 	MARKETING AND COMMERCIALISATION






	5.1	 	Marketing and commercialisation






Subject to clauses 5.2 to 5.9, MEPL may, at its sole cost and expense, exploit Products in
the Field in the Territory in such manner as it thinks fit.




	5.2	 	Commercialisation






MEPL must, and must procure that each of its agents, contractors and sub-licensees:




	 	(a)	 	conduct any marketing and commercialisation activities on a commercially
reasonable basis, in compliance with any applicable laws, rules and regulations of any
Government Agency;
	 
	 	(b)	 	observe all reasonable directions and instructions given to it by Novogen
Research about marketing and commercialisation of any Product, including directions
about the preparation of or amendment of any advertising, publicity, sales literature
or other document relating to the Product; and
	 
	 	(c)	 	otherwise act as it reasonably considers to be most beneficial to the interests
of MEPL and Novogen Research.






	5.3	 	Records and customer relations






MEPL must, and must procure that each of its agents, contractors and sub-licensees:




	 	(a)	 	keep accurate and separate records and accounts of the supply of Products
sufficient to enable the recall of Products by batch number, and must submit copies of
those records to Novogen Research immediately upon request by Novogen Research;
	 
	 	(b)	 	note details of any customer complaints about Products and details of any
return of any Product and must provide those details to Novogen Research in writing as
soon as is practicable after becoming aware of them;
	 
	 	(c)	 	provide all reasonable assistance to Novogen Research if Novogen Research
wishes to investigate any customer complaint or return of any Product; and
	 
	 	(d)	 	consult with Novogen Research regarding any action to be taken about any
customer complaint or return of any Product.






	5.4	 	Marketing and promotion






MEPL must, and must procure that its agents, contractors and sub-licensees:




	 	(a)	 	act in good faith towards Novogen Research and actively promote sales of
Products and develop markets for Products throughout the Territory;
	 
	 	(b)	 	not during the Term do anything which might injure or destroy the market in the
Territory for Products;




13.









 












	 	(c)	 	subject to applicable laws and regulations in the Territory, advertise Products
to keep customers and potential customers informed of them;
	 
	 	(d)	 	subject to applicable laws and regulations in the Territory, disseminate
samples of Products and technical and promotional literature about Products; and
	 
	 	(e)	 	subject to applicable laws and regulations in the Territory, establish
advertising or promotional programs for Products.






	5.5	 	Approval of promotional and advertising material






MEPL must, and must procure that its agents, contractors and sub-licensees:




	 	(a)	 	submit to Novogen Research for prior approval by Novogen Research
representative samples of any promotional piece, advertising or technical narrative in
relation to Products;
	 
	 	(b)	 	use promotional pieces, advertising and technical narratives only in accordance
with the prior written consent of Novogen Research and any conditions attaching to that
consent; and
	 
	 	(c)	 	make no representation or warranty about Products except with the prior written
consent of Novogen Research.






	5.6	 	Compliance with laws






No consent granted by Novogen Research under clause 5.5 shall relieve MEPL of its
obligations under this clause 5 and MEPL remains solely responsible for the compliance of
any promotional activity with applicable laws despite any consent by Novogen Research under
clause 5.5.




	5.7	 	Storage and handling






MEPL must, and must procure that its agents, contractors and sub-licensees:




	 	(a)	 	store Products safely and securely and in accordance with the reasonable
written directions of Novogen Research from time to time; and
	 
	 	(b)	 	permit Novogen Research to inspect Products in the possession, custody or
control of MEPL, its agents, contractors and sub-licensees.






	5.8	 	Compliance with laws






MEPL must, and must procure that its agents, contractors and sub-licensees, ensure that all
Products comply with the requirements of all applicable laws in jurisdictions within the
Territory in which MEPL exploits those Products, and MEPL must inform Novogen Research
immediately in writing upon becoming aware of any failure to comply with those requirements.



14.









 






	5.9	 	Packing and transport of Products






MEPL must, and must procure that its agents, contractors and sub-licensees, ensure that all
Products are stored and packed in a secure and appropriate manner so that the Products are
reasonably likely to reach their destination in good condition under normal conditions of
transport.




	6.	 	START GRANT AGREEMENT






	6.1	 	Acknowledgment






MEPL acknowledges to Novogen Research that:




	 	(a)	 	Novogen Limited has obligations to the Commonwealth under the START Grant
Agreement with respect to the conduct of Clinical Trials and the commercialisation of
Products; and
	 
	 	(b)	 	Novogen Limited has undertaken (or proposes to undertake) to the Commonwealth
under the Deed of Acknowledgment and Undertaking to procure that certain of its
obligations under the START Grant Agreement are fulfilled by its subsidiaries,
including MEPL.






	6.2	 	Compliance with the START Grant Agreement






MEPL must not, and must procure that its agents, contractors and sub-licensees do not:




	 	(a)	 	exercise MEPL’s rights or perform MEPL’s obligations in a manner which is
inconsistent with the obligations of Novogen Limited under the START Grant Agreement;
or
	 
	 	(b)	 	otherwise do anything which may cause Novogen Limited to be in default of its
obligations under the START Grant Agreement or the Deed of Acknowledgment and
Undertaking.






	6.3	 	Compliance with reasonable directions






If at any time during the Term Novogen Limited is in default of its obligations to the
Commonwealth under the START Grant Agreement or the Deed of Acknowledgment and Undertaking,
MEPL must comply with all reasonable directions of Novogen Research to rectify that default.




	7.	 	LICENCE FEES






	7.1	 	First lump sum licence fee






In consideration of the licence granted in clause 1.4, MEPL must pay to Novogen Research a
first lump sum licence fee of US$5,000,000 on the later of:




	 	(a)	 	1 November 2002; or
	 
	 	(b)	 	the date on which the cumulative total of any:




15.









 












	 	(i)	 	funding (whether debt or equity);
	 
	 	(ii)	 	Commercialisation Income; and
	 
	 	(iii)	 	income as a result of or in connection with the sale, hiring
or other disposal of Products,






received by MEPL and its related bodies corporate (other than Novogen Research and
Novogen Laboratories), exceeds US$25,000,000.




	7.2	 	Second lump sum licence fee






In further consideration of the licence granted in clause 1.4, MEPL must pay to Novogen
Research a second lump sum licence fee of US$5,000,000 on the later of:




	 	(a)	 	1 November 2003; or
	 
	 	(b)	 	the date on which the cumulative total of any:






	 	(i)	 	funding (whether debt or equity);
	 
	 	(ii)	 	Commercialisation Income; and
	 
	 	(iii)	 	income as a result of or in connection with the sale, hiring
or other disposal of Products,






received by MEPL and its related bodies corporate (other than Novogen Research and
Novogen Laboratories), exceeds US$50,000,000.




	7.3	 	Royalties during the Exclusivity Period






In further consideration of the licence granted in clause 1.4, MEPL must, during the
Exclusivity Period, pay to Novogen Research:




	 	(a)	 	2.5% of all Net Sales of 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.






	7.4	 	Royalties after the Exclusivity Period






In further consideration of the licence granted in clause 1.4, MEPL must, from the
expiration of the Exclusivity Period until the end of the Term, pay to Novogen Research 1.5%
of all Net Sales of Products in the Territory, Quarterly in arrears, within 30 days of the
end of each Quarter.




	7.5	 	Milestone Licence Fees






In further consideration of the licence granted in clause 1.4, MEPL must pay to Novogen
Research the Milestone Licence Fees during the Exclusivity Period. MEPL must pay:



16.









 






	 	(a)	 	each Milestone Licence Fee payable for a calendar year within 30 days following
the end of the relevant calendar year; and
	 
	 	(b)	 	the Milestone Licence Fee payable on the Approval Date within 30 days following
the Approval Date.






	8.	 	PAYMENT TERMS






	8.1	 	Payments






All amounts due and payable under clause 7 must be calculated and paid in United States
dollars and must be paid by bank cheque or electronic transfer to an account notified by
Novogen Research in writing.




	8.2	 	Interest on overdue accounts






Interest shall accrue at the Default Rate on the outstanding balance of all overdue amounts
payable under clause 7, calculated daily.




	9.	 	REPORTS AND ACCOUNTING






	9.1	 	Books and records






In addition to those records which MEPL must make and keep under clauses 3.6 and 5.3, MEPL
must, and must ensure that its agents, contractors and sublicensees, make, keep and maintain
for the Term and a period of six years after the end of the Term, separate and complete
records and books of account relating to:




	 	(a)	 	all marketing, sale, distribution, exploitation and commercialisation of
Products; and
	 
	 	(b)	 	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.




	9.2	 	Auditor’s certificates






Within 60 days of a written request by Novogen Research at any time during the Term or
within six years after the end of the Term, 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 13.1.




	9.3	 	Quarterly statements






MEPL must, and must procure that its agents, contractors and sub-licensees, prepare
statements for each Quarter showing:




	 	(a)	 	the progress of marketing and commercialisation of Products;




17.









 












	 	(b)	 	details of any Commercialisation Income received by or on behalf of MEPL and
its subsidiaries in the period to which the statement relates;
	 
	 	(c)	 	details of any funding received by or on behalf of MEPL and its subsidiaries,
by way of debt, equity or otherwise;
	 
	 	(d)	 	details of all income received by or on behalf of MEPL and its subsidiaries as
a result of or in connection with the sale, hiring or other disposal of Product; 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.




	9.4	 	Certification






Novogen Research may give notice to MEPL at any time that it disputes any statement
submitted by MEPL under clause 9.3 and that it wishes to have the statement certified by an
independent accountant at its own cost. In order to do so, Novogen Research and its nominee
may inspect MEPL’s records and books of account, and those of MEPL’s contractors and
sub-licensees under clause 9.7.




	9.5	 	Adjustments






	 	(a)	 	A certification of a statement under clause 9.4 is final and binding on the
parties.
	 
	 	(b)	 	Within 14 days of notice in writing by Novogen Research of the certification
under clause 9.4, the parties must make any adjustments required as a result of the
certification, including:






	 	(i)	 	any refund by Novogen Research to MEPL of the amount of any
overpayment; and
	 
	 	(ii)	 	any payment by MEPL to Novogen Research of the amount of any
underpayment.






	 	(c)	 	If the certification reveals the amount paid to Novogen Research was
underestimated by 5% or more, then within 14 days of notice of the certification, MEPL
must also reimburse Novogen Research the cost of certification.






	9.6	 	Interest on adjustments






Interest at the Default Rate (calculated daily) on the amounts payable under clause 9.5
accrues from and including the 14th day after the date of notice of the
certification by Novogen Research to MEPL.




	9.7	 	Inspection






Novogen Research may, during normal business hours and upon reasonable notice, by its
authorised representatives (including accountants and auditors) inspect the records and
books of account referred to in clause 9.1. Such authorised representatives may take such



18.









 







copies and extracts of the records and books of account as they think fit and MEPL must, and
must ensure that its contractors and sublicensees give such authorised representatives such
assistance as is 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.




	10.	 	OTHER COSTS






	10.1	 	Maintenance of Licensed Patent Rights






Subject to clause 10.2, Novogen Research is responsible at its sole cost and expense for
filing, prosecution and maintenance in the Territory of the Licensed Patent Rights.




	10.2	 	Reimbursement by MEPL






MEPL must reimburse Novogen Research one half of the costs incurred by Novogen Research
during the Exclusivity Period 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 invoices, receipts and other documents evidencing those costs.




	10.3	 	Registration of Products






MEPL must, at its own cost and expense:




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






	11.	 	GOODS AND SERVICES TAX






	11.1	 	GST Law definitions






Words defined in the GST Law have the same meaning in this clause 11, unless the context
makes it clear that a different meaning is intended.




	11.2	 	GST payable in addition to other amounts






In addition to paying all amounts payable by MEPL under this document, MEPL must:




	 	(a)	 	pay to Novogen Research an amount equal to any GST payable on any supply by
Novogen Research under or in connection with this document without deduction or set-off
of any other amount;
	 
	 	(b)	 	make that payment:






	 	(i)	 	if Novogen Research must pay GST on or after receiving the
consideration or any part of it — as and when MEPL must pay or provide the
consideration or that part of it;




19.









 












	 	(ii)	 	if Novogen Research must pay GST on issuing an invoice under
this document — on the earlier of the due date for payment of that invoice, or
10 Business Days following the end of the month in which Novogen Research
issued that invoice; and
	 
	 	(iii)	 	if Novogen Research must pay GST upon the occurrence of some
other event — within 5 Business Days of a written request by Novogen Research
for payment for the GST, which may be in the form of a tax invoice (or an
adjustment note); and






	 	(c)	 	indemnify Novogen Research against, and pay Novogen Research on demand the
amount of:






	 	(i)	 	all GST on the transactions contemplated by this document; and
	 
	 	(ii)	 	any loss, liability or expense directly or indirectly incurred
in connection with or arising from or caused by any failure by MEPL to pay any
amount as and when required by this clause 11, for example, any additional tax,
penalty tax, fine, interest or other charge under a GST Law.






	11.3	 	Tax invoice






Within 28 days of a written request from MEPL, Novogen Research must issue a tax invoice (or
an adjustment note) to MEPL for any supply for which Novogen Research may recover GST from
MEPL under this document, and must include in the tax invoice (or adjustment note) the
particulars required by the GST Law for MEPL to obtain an input tax credit for that GST.




	11.4	 	Adjustments






Novogen Research must refund to MEPL any overpayment by MEPL for GST, but Novogen Research
need not refund to MEPL any amount for GST paid to the Commissioner of Taxation unless
Novogen Research has received a refund or credit of that amount.




	11.5	 	GST where MEPL supplies Novogen Research






If MEPL must pay GST for anything provided or supplied by MEPL under this document, Novogen
Research must pay to MEPL an amount equal to that GST in exactly the same way as MEPL must
so do for any GST Novogen Research must pay, and this clause 11 applies to that GST as if
MEPL was Novogen Research, and Novogen Research was MEPL.




	12.	 	OTHER 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;




20.









 












	 	(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.






	13.	 	INTELLECTUAL PROPERTY RIGHTS






	13.1	 	Acknowledgment






Each party acknowledges that 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.




	13.2	 	Maintenance of Licensed Intellectual Property






MEPL must do all things necessary in storing, manufacturing, packing, supplying,
commercialising and otherwise dealing with the 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.




	13.3	 	Notification






MEPL must notify Novogen Research immediately upon becoming aware of:




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






	13.4	 	Proceedings by MEPL






Subject to clauses 13.5 and 13.7, MEPL may in its discretion and for its own benefit enforce
and defend in the Territory the Licensed Intellectual Property during the Exclusivity
Period, and in the event it does so, MEPL shall have the conduct and control of any
proceedings, including the right to settle them.




	13.5	 	Directions by Novogen Research






During the Exclusivity Period, MEPL shall take such proceedings in respect of any actual or
suspected infringement in the Territory of the Licensed Intellectual Property, and shall



21.









 







defend any claim of infringement against the parties, as directed by notice in writing by
Novogen Research from time to time.




	13.6	 	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 and shall at MEPL’s cost provide
all reasonable assistance, and execute any documents MEPL reasonably requests, in relation
to the proceedings.




	13.7	 	Proceedings by Novogen Research






If MEPL fails to take or defend any proceedings within 28 days of receipt of a notice under
clause 13.5, 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.




	13.8	 	Joinder of MEPL






If it is necessary that MEPL be a party to any proceedings taken under clause 13.7, MEPL
shall join such proceedings as a plaintiff and shall provide all reasonable assistance, and
execute any documents Novogen Research reasonably requests, in relation to the proceedings.




	13.9	 	Damages and settlement amounts






If in any proceedings commenced by Novogen Research under clause 13.7, damages or an account
of profits are awarded to any party to this document, or an amount is received by any party
by way of settlement of those proceedings, all such damages, profits and settlement amounts
must be paid to Novogen Research within 5 Business Days of receipt.




	13.10	 	Assignment of Intellectual Property Rights






For the avoidance of doubt, if in any proceedings commenced or defended under this clause
13, a court makes an order in favour of a party to this document other than Novogen Research
in relation to the ownership of any Intellectual Property Rights forming part of the
Licensed Intellectual Property, the parties agree that those Intellectual Property Rights
are by this document assigned absolutely to Novogen Research.




	14.	 	CONFIDENTIAL INFORMATION






	14.1	 	Confidentiality






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




22.









 












	 	(c)	 	not disclose any Confidential Information of another party other than to its
employees, authorised sub-contractors, 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 strictly confidential.






	14.2	 	Security






For the purposes of clause 14.1, 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.




	14.3	 	Exceptions to obligations of confidentiality






The obligations in clauses 14.1 and 14.2 do not apply to the extent that a party is required
by law 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.




	14.4	 	Public domain






No Confidential Information shall be deemed to be 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.




	15.	 	REPRESENTATIONS AND WARRANTIES






	15.1	 	Warranties of each party






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;
	 
	 	(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




23.









 












	 	(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.






	15.2	 	Representations and warranties by Novogen Research






Novogen Research represents and warrants that:




	 	(a)	 	(ownership) to the best of its knowledge Novogen Research is the legal and
beneficial owner of the Licensed Intellectual Property and to the best of its knowledge
no other person has or shall have any claim of ownership with respect to the Licensed
Intellectual Property;
	 
	 	(b)	 	(no dealings) subject to the START Grant Agreement, it has not assigned or
granted to any person any right, title or interest in or in relation to the Licensed
Intellectual Property;
	 
	 	(c)	 	(no Encumbrance) subject to the Fixed and Floating Charge, the Licensed
Intellectual Property is free from any Encumbrance;
	 
	 	(d)	 	(filing, prosecution and maintenance) Novogen Research has diligently filed,
prosecuted and maintained the patents and patent applications listed in schedule 1 and
as at the Commencement Date all filing, prosecution and maintenance fees have been
paid;
	 
	 	(e)	 	(confidentiality) to its knowledge Novogen Research has kept the Licensed Know
How confidential and to its knowledge there has been no breach of that confidentiality;






24.










 






	 	(f)	 	(no infringement) to its knowledge the exercise by MEPL, in any country
in which a patent application in schedule 1 has been filed, of the rights granted to
MEPL under this document with respect to the Licensed Intellectual Property does not
infringe the Intellectual Property Rights of any person; and
	 
	 	(g)	 	(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.






	15.3	 	Validity of Licensed Patent Rights
	 
	 	 	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.






	15.4	 	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 made in this document.






	16.	 	LIMITATION OF LIABILITY
	 
	16.1	 	Limitation of liability of Novogen Research
	 
	 	 	Subject to clause 16.2 and to the extent permitted by law, the liability of Novogen Research
to MEPL under this document and any other liability of Novogen Research to MEPL, whether in
contract, tort (including negligence and breach of statutory duty) or otherwise is limited
to US$200,000.
	 
	16.2	 	Liability for infringement of Intellectual Property Rights
	 
	 	 	Clause 16.1 does not apply to any liability which Novogen Research may have to MEPL with
respect to any breach by Novogen Research of the representations and warranties in clauses
15.2(a), (b), (c) and (f).
	 
	16.3	 	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.
	 
	16.4	 	Indirect and consequential loss
	 
	 	 	Notwithstanding any other provision of this document, and to the extent permitted by law, in
no circumstances is Novogen Research liable in contract, tort (including negligence or
breach of statutory duty) or otherwise, and whatever the cause, to compensate MEPL for:




25.









 












	 	(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.






	17.	 	INDEMNITIES AND INSURANCE
	 
	17.1	 	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 Products or any clinical intervention or
procedure provided for or required for the purposes of the Clinical Trials to which the
Clinical Trial Subjects would not have been exposed but for their participation in the
Clinical Trials,






except to the extent that the claim, demand, action, proceeding or prosecution arose from an
action or omission of MEPL in accordance with a direction given by Novogen Research under
this document or from any negligence (including breach of statutory duty) of Novogen
Research or any breach by Novogen Research of its obligations under this document.




	17.2	 	Commercialisation 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 licensing or sub-licensing of the Licensed Intellectual Property;
	 
	 	(b)	 	the sale, distribution or other commercialisation or exploitation of Products; or
	 
	 	(c)	 	any packaging, marketing, advertisement or promotion of Products,






by MEPL, its employees, agents, contractors and sub-licensees, including any warranty
claims, product liability claims, product recalls and claims for personal injury or property
damage, except to the extent that the claim, demand, action, proceeding or prosecution arose
from an action or omission of MEPL in accordance with a direction given by Novogen Research
under this document, from the negligence (including breach of statutory duty) of Novogen
Research or the breach by Novogen Research of its obligations under this document.



26.









 






	17.3	 	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 Products on terms
satisfactory to Novogen Research.
	 
	17.4	 	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 17.3 as a joint insured or loss payee.
	 
	17.5	 	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
17.
	 
	17.6	 	Default
	 
	 	 	If within 15 Business Days of a request by Novogen Research under clause 17.5, 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.
	 
	17.7	 	Expiry
	 
	 	 	MEPL shall maintain each insurance policy referred to in clause 17.3 until the expiry date
of the last Product sold, hired or otherwise disposed of by or on behalf of MEPL or its
sub-licensees.
	 
	17.8	 	Novogen Research’s insurance
	 
	 	 	Novogen Research must take out and maintain in force in the Territory comprehensive general
liability insurance policies in relation to its obligations under this document on terms
reasonably satisfactory to MEPL.
	 
	18.	 	FORCE MAJEURE
	 
	18.1	 	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





27.









 





	 	(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.






	18.2	 	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.
	 
	18.3	 	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.
	 
	19.	 	TERM AND TERMINATION
	 
	19.1	 	Term






	 	(a)	 	Subject to paragraph (b), the rights and obligations of the parties under this
document begin on the Commencement Date and continue until this document is terminated
in accordance with this clause 19.
	 
	 	(b)	 	The variations made by this document to the Original Licence Agreement are
effective from the date of this document.






	19.2	 	Termination by Novogen Research
	 
	 	 	Novogen Research may terminate this document at any time:






	 	(a)	 	immediately if MEPL defaults in the performance of any of its obligations under
this document which in Novogen Research’s reasonable opinion is capable of remedy and
fails to remedy that default within 21 days of receiving written notice from Novogen
Research specifying the default and requiring the default to be remedied;
	 
	 	(b)	 	on 21 days written notice if MEPL defaults in the performance of any of its
material obligations under this document which in Novogen Research’s reasonable opinion
is not capable of remedy; and
	 
	 	(c)	 	immediately by notice in writing if:






	 	(i)	 	there is a Change of Control of MEPL without Novogen Research’s
written consent (which shall not be unreasonably withheld or delayed or
conditioned);
	 
	 	(ii)	 	MEPL is involved in an Insolvency Event; or





28.









 





	 	(iii)	 	MEPL ceases for any reason to be able lawfully to carry out
all the transactions which this document contemplates may be carried out by
MEPL.






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






	 	(a)	 	on three month’s written notice to Novogen Research;
	 
	 	(b)	 	immediately if Novogen Research defaults in the performance of any of its
obligations under this document which in MEPL’s reasonable opinion is capable of remedy
and fails to remedy that default within 21 days of receiving written notice from MEPL
specifying the default and requiring the default to be remedied;
	 
	 	(c)	 	on 21 days written notice if Novogen Research defaults in the performance of
any of its material obligations under this document which in MEPL’s reasonable opinion
is not capable of remedy; and
	 
	 	(d)	 	immediately by notice in writing if:






	 	(i)	 	Novogen Research is involved in an Insolvency Event; or
	 
	 	(ii)	 	Novogen Research ceases for any reason to be able lawfully to
carry out all the transactions which this document contemplates may be carried
out by Novogen Research.






	19.4	 	Consequences to MEPL of termination
	 
	 	 	Upon termination of this document MEPL must:






	 	(a)	 	immediately cease using and exploiting the Products;
	 
	 	(b)	 	within 14 Business Days return to Novogen Research or destroy at Novogen
Research’s election, all Products, Clinical Trial Materials, all copies (including
electronic copies) of any labelling and packaging materials relating to Products and
any other Confidential Information of Novogen Research in MEPL’s possession, custody or
power; 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,
	 
	 	 	 	provided that MEPL may complete in accordance with its obligations under this document any
contracts for sale or supply of Products to which MEPL is bound prior to the date of
termination.






	19.5	 	Consequences to Novogen Research of termination
	 
	 	 	Upon termination of this document Novogen Research must return to MEPL or destroy at MEPL’s
election within 10 Business Days, all Confidential Information of MEPL in the possession,
custody or power of Novogen Research.





29.









 





	19.6	 	Survival and accrued rights
	 
	 	 	Upon termination under this clause 19, 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, 3.6, 3.7, 3.9, 5.3, 9, 13.1,
13.9, 14, 16, 17, 20, 21 and 23 (except clause 23.4) and this clause 19 which survive
termination.






	20.	 	DISPUTE RESOLUTION
	 
	20.1	 	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 20
except where the party seeks urgent interlocutory relief.
	 
	20.2	 	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”).
	 
	20.3	 	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.
	 
	20.4	 	Resolution of Dispute
	 
	 	 	If the parties have not resolved the Dispute under clause 20.3 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.
	 
	20.5	 	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,





30.









 





	 	 	 	the parties must mediate the Dispute in accordance with the Mediation Rules of the Law
Society of New South Wales.






	21.	 	NOTICES






	 	(a)	 	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
working 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.
	 
	 	(b)	 	The parties’ addresses and fax numbers are those set out below, or as a party
notifies the other:





	 	 	 	 
	 	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







	22.	 	AMENDMENT AND ASSIGNMENT
	 
	22.1	 	Amendment
	 
	 	 	This document can only be amended, supplemented, replaced or novated by another document
signed by the parties.
	 
	22.2	 	Assignment






	 	(a)	 	MEPL may only dispose of, declare a trust over or otherwise create an interest
in its rights under this document with the prior written consent of Novogen Research.
	 
	 	(b)	 	Novogen Research may 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.






	23.	 	GENERAL
	 
	23.1	 	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.




31.









 












	23.2	 	Liability for expenses
	 
	 	 	Each party must pay its own expenses incurred in negotiating, executing, stamping and
registering this document.
	 
	23.3	 	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.
	 
	23.4	 	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.
	 
	23.5	 	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;
	 
	 	(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.






	23.6	 	Operation of this document






	 	(a)	 	This document contains the entire document between the parties about its
subject matter. Any previous understanding, document, 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.






	23.7	 	Operation of indemnities






	 	(a)	 	Each indemnity in this document survives the expiry or termination of this
document.





32.









 





	 	(b)	 	A party may recover a payment under an indemnity in this document before it
makes the payment.






	23.8	 	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.






	23.9	 	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.
	 
	23.10	 	Counterparts
	 
	 	 	This document may be executed in counterparts.





	 	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	EXECUTED by NOVOGEN RESEARCH 

PTY LIMITED
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director

	 	Name of director/secretary
	 
	 	 
	EXECUTED by MARSHALL 

EDWARDS PTY LIMITED
	 	 
	 
	 	 
	 

	 	 
	Signature of director

	 	Signature of director/secretary
	 
	 	 
	 

	 	 
	Name of director

	 	Name of director/secretary






33.









 






SCHEDULE 1




Product Patent Rights




	 	 	 	 	 
	Application/patent	 	No.	 	Status
	 
	 	 	 	 
	Australia
	 	731951	 	Granted
	 
	 	 	 	 
	Australia
	 	19723/01	 	Under examination
	 
	 	 	 	 
	Australia
	 	750031	 	Granted
	 
	 	 	 	 
	Australia
	 	PP1124	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Australia
	 	PO2039	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Australia
	 	PS1594	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Australia
	 	2002950294	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Australia
	 	2002951607	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Australia
	 	2002953453	 	Completed
	 
	 	 	 	provisional patent
	 
	 	 	 	application
	 
	 	 	 	 
	Brazil
	 	9713180-6	 	Under examination
	 
	 	 	 	 
	Brazil
	 	9814343-3	 	Under examination
	 
	 	 	 	 
	Canada
	 	2,265,049	 	Under examination
	 
	 	 	 	 
	Canada
	 	2316349	 	Pending
	 
	 	 	 	 
	Czech Republic
	 	PV 699-99	 	Under examination
	 
	 	 	 	 
	Europe
	 	97937345.3	 	Pending
	 
	 	 	 	 
	Europe
	 	98960911.0	 	Pending
	 
	 	 	 	 
	Hong Kong
	 	1019553	 	Granted
	 
	 	 	 	 
	Hungary
	 	P9903971	 	Under examination
	 
	 	 	 	 
	Israel
	 	128765	 	Under examination






34.









 






	 	 	 	 	 
	Application/patent	 	No.	 	Status
	 
	Israel
	 	136784	 	Pending
	 
	 	 	 	 
	Japan
	 	10-511105	 	Under examination
	 
	 	 	 	 
	Mexico
	 	992092	 	Pending
	 
	 	 	 	 
	Mexico
	 	006311	 	Pending
	 
	 	 	 	 
	New Zealand
	 	334025	 	Granted
	 
	 	 	 	 
	New Zealand
	 	506063	 	Under examination
	 
	 	 	 	 
	New Zealand
	 	505377	 	Accepted
	 
	 	 	 	 
	Norway
	 	19990965	 	Pending
	 
	 	 	 	 
	Norway
	 	20003201	 	Pending
	 
	 	 	 	 
	People’s Republic
of China
	 	97198690.8	 	Under examination
	 
	 	 	 	 
	Portugal
	 	98/08503	 	Pending
	 
	 	 	 	 
	Singapore
	 	64139	 	Granted
	 
	 	 	 	 
	Singapore
	 	74235	 	Granted
	 
	 	 	 	 
	Sweden
	 	2286-3	 	Under examination
	 
	 	 	 	 
	Turkey
	 	TR19990885B	 	Granted
	 
	 	 	 	 
	Turkey
	 	2000/2064	 	Pending
	 
	 	 	 	 
	United Kingdom
	 	2331015	 	Granted
	 
	 	 	 	 
	United States of
America
	 	09/254026	 	Under examination
	 
	 	 	 	 
	United States of
	 	Serial number not allocated	 	 
	America
	 	Continuation of 09/254026	 	Filed 6 August 2003
	 
	 	 	 	 
	United States of
America
	 	10/212847	 	Under examination
	 
	 	 	 	 
	United States of
America
	 	10/176762	 	Under examination
	 
	 	 	 	 
	United States of
America
	 	6455032	 	Granted
	 
	 	 	 	 
	Zimbabwe
	 	12/99	 	Accepted
	 
	 	 	 	 
	International
	 	PCT/AU03/00427	 	Pending
	 
	 	 	 	 
	International
	 	PCT/AU97/00563	 	National phase
	 
	 	 	 	entry completed






35.









 






	 	 	 	 	 
	Application/patent	 	No.	 	Status
	 
	International
	 	PCT/AU98/01054	 	National phase
	 
	 	 	 	entry completed






36.









 






SCHEDULE 2




Manufacturing Patent Rights




	 	 	 	 	 
	Application	 	No.	 	Status
	 
	 	 	 	 
	Australia
	 	26510/00	 	Under examination
	 
	 	 	 	 
	Australia
	 	PP8685	 	Completed provisional
	 
	 	 	 	patent application
	 
	 	 	 	 
	Brazil
	 	0008222-8	 	Pending
	 
	 	 	 	 
	Canada
	 	2362819	 	Pending
	 
	 	 	 	 
	China
	 	00803816.3	 	Under examination
	 
	 	 	 	 
	Czech Republic
	 	PV 2001-2920	 	Pending
	 
	 	 	 	 
	Europe
	 	00904727.5	 	Under examination
	 
	 	 	 	 
	Hong Kong
	 	02103732.5	 	Pending
	 
	 	 	 	 
	Hungary
	 	PO105218	 	Pending
	 
	 	 	 	 
	Israel
	 	144008	 	Pending
	 
	 	 	 	 
	Japan
	 	2000-599749	 	Pending
	 
	 	 	 	 
	Mexico
	 	008233	 	Pending
	 
	 	 	 	 
	New Zealand
	 	512696	 	Lapsed
	 
	 	 	 	 
	New Zealand
	 	527700 (divisional)	 	Pending
	 
	 	 	 	 
	Norway
	 	20013945	 	Pending
	 
	 	 	 	 
	Singapore
	 	200103867-8	 	Pending
	 
	 	 	 	 
	South Africa
	 	20016502	 	Pending
	 
	 	 	 	 
	Turkey
	 	01/2367	 	Under examination
	 
	 	 	 	 
	United States of America
	 	09/889701	 	Under examination
	 
	 	 	 	 
	International
	 	PCT/AU00/00103	 	National phase entry
	 
	 	 	 	completed







37.