To: tuck who wrote (23 ) 6/13/2006 9:09:13 PM From: tuck Read Replies (1) | Respond to of 26 MSHL doesn't have to pay Novogen an $8 million milestone this December, rather upon approval in US or Europe: >>9-Jun-2006 Entry into a Material Definitive Agreement Item 1.01. Entry into a Material Definitive Agreement. On June 7, 2006, Marshall Edwards Pty Limited ("MEPL"), a wholly owned subsidiary of Marshall Edwards, Inc. (the "Company"), and Novogen Research Pty Limited ("Novogen Research"), a wholly owned subsidiary of Novogen Limited, entered into an amendment deed ("Amendment") to the Amended and Restated License Agreement, dated September 24, 2003, between the Company and Novogen Research. Pursuant to the original terms of the Amended and Restated License Agreement, MEPL was required to pay an US $8,000,000 license milestone fee to Novogen Research in December 2006 for its use of the compound phenoxodiol. The Amendment extends the date that the US $8,000,000 license milestone fee is payable until the earlier of MEPL's receipt of the U.S. Food and Drug Administration's approval to market phenoxodiol in the United States or a foreign governmental agency's approval to market phenoxodiol abroad. Under the Amended and Restated License Agreement, Novogen Research granted MEPL an exclusive world-wide, non-transferable license, under the Novogen patent rights, to conduct clinical trials and commercialize and distribute all forms of administering phenoxodiol except topical applications. The Amended and Restated License Agreement covers uses of phenoxodiol in the field of prevention, treatment and cure of cancer in humans. The Amendment does not change the term of the Amended and Restated License Agreement which remains in effect until terminated by either Novogen Research or MEPL. The terms of the Amendment were established through arms-length negotiations between the independent members of the board of directors of Novogen Limited and the independent members of the Company's board of directors. The Amendment was unanimously approved by the board of directors of each of MEPL and the Company. A majority of the members of the Company's board of directors are independent in accordance with Nasdaq listing requirements. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 hereto, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. << This slows the bleeding a bit, but I am still concerned about the need for financing . . . Cheers, Tuck