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Marshall Edwards Announces Grants under Nasdaq Rule 5635

Apr 29, 2010

SYDNEY, AUSTRALIA AND SAN DIEGO, CA - April 29, 2010 - Marshall Edwards, Inc. (NASDAQ: MSHL), a specialist oncology company focusing on the clinical development of novel anti cancer therapeutics, announced today the approval of non-qualified stock option grants to the Company's President and CEO, Daniel P. Gold, pursuant to Nasdaq Marketplace Rule 5635(c)(4).

On April 23, 2010, the Company agreed to grant Dr. Gold options to purchase 220,390 shares of the Company's common stock in two separate tranches. The first tranche of options to purchase 110,195 shares of common stock of the Company was granted to Dr. Gold upon his appointment as President and Chief Executive Officer on April 23, 2010 with an exercise price per share equal to the closing price of the Company's common stock on April 23, 2010 The second tranche of options to purchase 110,195 shares of common stock of the Company will be granted to Dr. Gold no later than 30 days following the public release of the Company's Ovature study results.

Of Dr. Gold's options, 25% will vest one year from the date he commenced employment with the Company, and, thereafter, the remaining 75% of Dr. Gold's 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. Gold's employment agreement with the Company, Dr. Gold's options will become fully vested. The grants are outside the Company's 2008 Omnibus Stock Incentive Plan and were awarded to Dr. Gold in accordance with his acceptance of employment with the Company.

About Marshall Edwards, Inc.

Marshall Edwards, Inc. is a specialist oncology company focused on the clinical development of novel anti-cancer therapeutics. These derive from a flavonoid technology platform, which has generated a number of novel compounds characterized by broad ranging activity against a range of cancer cell types with few side effects. The combination of anti-tumor cell activity and low toxicity is believed to be a result of the ability of these compounds to target an enzyme present in the cell membrane of cancer cells, thereby inhibiting the production of pro-survival proteins within the cell. Marshall Edwards has licensed rights from Novogen Limited (ASX: NRT NASDAQ: NVGN) to bring four oncology drugs - phenoxodiol, triphendiol, NV-143 and NV-128 - to market globally.

Marshall Edwards is majority owned by Novogen Limited, an Australian biotechnology company that is specializing in the development of therapeutics based on a flavonoid technology platform. Novogen is developing a range of therapeutics across the fields of oncology, cardiovascular disease and inflammatory diseases. More information on phenoxodiol and on the Novogen group of companies can be found at www.marshalledwardsinc.com and 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 management's 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 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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