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Marshall Edwards Announces Closing of Asset Purchase Agreement With Novogen
Date:5/10/2011

SAN DIEGO, May 10, 2011 /PRNewswire/ -- Marshall Edwards, Inc.(Nasdaq: MSHL), an oncology company focused on the clinical development of novel therapeutics targeting cancer metabolism, announced today the closing of the asset purchase agreement entered into between the Company and its majority shareholder, Novogen Limited, and Novogen Research Pty Limited on December 21, 2010. The closing of the transaction follows approval at a meeting of Novogen shareholders on May 6, 2011. The agreement was previously approved at Marshall Edwards' Annual Meeting of Stockholders on April 13, 2011. Under the agreement, Marshall Edwards acquires Novogen's isoflavone-based intellectual property portfolio in a stock-based transaction.

"The closing of this strategic transaction gives us, once and for all, the flexibility to develop and partner these valuable assets and enables us to explore other potential drug candidates and indications within the portfolio," said Daniel P. Gold, Ph.D., President and Chief Executive Officer of Marshall Edwards. "We look forward to entering the clinic with two next-generation drug candidates, NV-143 and NV-344, this year."

Previously, Marshall Edwards licensed rights from Novogen for oncology drug candidates Phenoxodiol, Triphendiol, NV-143 and NV-128. Effective immediately, all prior licensing agreements between the two companies, including any potential future milestone or royalty payments, are canceled.

Each share of the 1,000 shares of Class A Preferred Stock is convertible into 4,827 shares of Marshall Edwards common stock for an aggregate of 4,827,000 shares, valued in total at $4 million based on the volume weighted average price over the 20 trading days prior to the date of the date of the execution of the asset purchase agreement. Should any of the acquired assets achieve a statistically significant result in a Phase II clinical trial or t
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SOURCE Marshall Edwards, Inc.
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