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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2011
Commission File Number ________________
Novogen Limited
(Translation of registrants name into English)
140 Wicks Road, North Ryde, NSW, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(l): o
Note: Regulation S-T Rule 101(b)(I) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted
to furnish a report or other document that the registrant foreign private issuer must furnish and
make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrants home country), or under the rules of the home country
exchange on which the registrants securities are traded, as long as the report or other document
is not a press release, is not required to be and has not been distributed to the registrants
security holders, and, if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the
Securities Exchange Act of 1934. Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Novogen Limited
(Registrant)
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/s/ Mark Hinze
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Mark Hinze |
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Chief Financial Officer |
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Date 2 June, 2011
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ASX & MEDIA RELEASE
2 JUNE, 2011
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MARSHALL EDWARDS ADDS FORMER GENENTECH HEAD OF MEDICAL AFFAIRS ROBERT MASS AS CHIEF MEDICAL OFFICER
Company Approves Grant Under Nasdaq Rule 5635
Novogen Limiteds subsidiary, Marshall Edwards, Inc., (NASDAQ: MSHL) has made the following
announcement.
San Diego June 2, 2011 Marshall Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on
the clinical development of novel therapeutics targeting cancer metabolism, announced today the
appointment of Robert Mass, M.D., as Chief Medical Officer. Dr. Mass joins Marshall Edwards after
more than a decade at Genentech, where he played a leading role in the clinical development of
blockbuster oncology drugs Herceptin®, Tarceva® and Avastin®. Dr.
Mass has served as a consultant for Marshall Edwards since October 2010.
Dr. Mass is the ideal choice to be Marshall Edwards Chief Medical Officer, said Daniel P. Gold,
Ph.D., President and Chief Executive Officer. He brings incomparable expertise in all facets of
oncology drug development, from creating an efficient clinical development strategy to managing
multiple concurrent trials to effectively communicating with the FDA. In addition, Dr. Mass further
bolsters our oncology presence with invaluable, hands-on experience treating patients. His
appointment, combined with the recent closing of our private placement and asset purchase
transactions, positions us very well as we prepare for the next phase of development.
Dr. Mass has more than 20 years of experience as a medical oncologist in both clinical practice and
clinical drug development. He held a number of leadership positions at Genentech from 1998 to 2009,
most recently as Head of Medical Affairs, BioOncology, a position created to strategically
integrate and optimize all of the non-sponsored clinical programs within the companys oncology
portfolio. He also served on the Executive Development Review Committee at Genentech, which was
responsible for the review and approval of all sponsored clinical programs across the companys
therapeutic portfolio. Previously he served as clinical science leader for Herceptin from 1999 to
2002, Tarceva from 2002 to 2003, and Avastin, currently the leading oncology therapeutic worldwide,
from 2003 to 2007. Prior to joining Genentech, he practiced Hematology and Medical Oncology from
1988 to 1998. Dr. Mass earned his bachelors degree in economics from Tufts University and his
medical degree from Oregon Health & Science University. He is certified by the American Board of
Internal Medicine in both Internal Medicine and Medical Oncology.
The Company also announced the approval of non-qualified stock option grants to Dr. Mass in
accordance with Nasdaq Listing Rule 5635(c)(4).
On June 1, 2011, the Company agreed to grant Dr. Mass options to purchase 177,620 shares of the
Companys common stock with an exercise price per share equal to the closing price of the Companys
common stock on June 1, 2011.
Of Dr. Masss options, 25% will vest one year from the date he commenced
employment with the
Company, and the remaining 75% of Dr. Masss options will
vest in equal monthly installments over the following 36 months. In the event of a Change in Control of the
Company, as defined in Dr. Masss employment agreement with the Company, Dr. Masss options will
become fully vested. The grants are outside the Companys 2008 Omnibus Stock Incentive Plan and
were awarded to Dr. Mass in accordance with his acceptance of employment with the Company.
In addition to certain customary anti-dilution provisions, the Company has agreed in the Employment
Letter, as an additional anti-dilution measure, that until June 1, 2012, upon the occurrence of an
event that reduces the level of Dr. Masss equity interest in the Company, the Board of Directors
will take such actions as may be necessary to restore Dr. Masss equity interest to the level as in
effect before such event.
About Marshall Edwards
Marshall Edwards, Inc. (Nasdaq: MSHL) is a San Diego-based oncology company focused on the clinical
development of novel anti-cancer therapeutics. The Companys lead programs focus on two families of
small molecules that result in the inhibition of tumor cell metabolism. The first and most advanced
is a NADH oxidase inhibitor program that includes lead drug candidate NV-143. The second is a
mitochondrial inhibitor program that includes NV-128 and its next-generation candidate NV-344. Both
programs are expected to advance into the clinic in 2011. For more information, please visit
www.marshalledwardsinc.com.
About Novogen Limited
Novogen Limited (ASX: NRT Nasdaq: NVGN) is an Australian biotechnology company based in Sydney,
Australia. Novogen has a consumer healthcare business, conducts research and development on
oncology therapeutics through its subsidiary, Marshall Edwards, Inc., and is developing glucan
technology through its subsidiary, Glycotex, Inc. More information on the Novogen group of
companies can be found at www.novogen.com.
# # #
Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical trials and
approved by the FDA as being safe and effective for the intended use. Statements included in this
press release that are not historical in nature are forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should
be aware that our actual results could differ materially from those contained in the
forward-looking statements, which are based on managements current expectations and are subject to
a number of risks and uncertainties, including, but not limited to, our failure to successfully
commercialize our product candidates; costs and delays in the development and/or FDA approval, or
the failure to obtain such approval, of our product candidates; uncertainties or differences in
interpretation in clinical trial results; our inability to maintain or enter into, and the risks
resulting from our dependence upon, collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and distribution of any products;
competitive factors; our inability to protect our patents or proprietary rights and obtain
necessary rights to third party patents and intellectual property to operate our business; our
inability to operate our business without infringing the patents and proprietary rights of others;
general economic conditions; the failure of any products to gain market acceptance; our inability
to obtain any additional required financing; technological changes; government regulation; changes
in industry practice; and one-time events. We do not intend to update any of these factors or to
publicly announce the results of any revisions to these forward-looking statements.
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ISSUED FOR
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NOVOGEN LIMITED |
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LISTINGS
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ASX (CODE NRT), NASDAQ (CODE NVGN). |
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FOR FURTHER
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PETE DE SPAIN, SR DIRECTOR IR AND CORPORATE |
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INFORMATION
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COMMUNICATIONS, MARSHALL EDWARDS, INC.
TEL +1 858-792-3729
http://www.marshalledwardsinc.com |
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ISSUED BY
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WESTBROOK COMMUNICATIONS |
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CONTACT
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IAN WESTBROOK TEL (02) 9231 0922 |