Novogen finalises IP sale deal with US subsidiary

Cancer specialists Novogen announced today that it has finalised the sale of its portfolio of isoflavone compounds to its 71 percent owned US subsidiary Marshal Edwards

The deal, first flagged in September, sees Novogen handing over its IP rights in exchange for US$4 million in preferred stock in Marshall Edwards.

Novogen's isoflavone technology platform is the result of some 15 years work, generating over 400 new chemical structures, all of which have demonstrated some degree of anti-tumour activity in cancer cells.

“We believe that these assets are now better served in the hands of a company equipped with the drug development expertise and capital required to execute a clinical strategy and fully realise their value,” said Novogen chairman William D Ruekert.”

In November Marshall Edwards reported positive data from a Yale University study of anti-cancer therapeutic, NV-128, one of a handful of isoflavones previously licenced to it by Novogen. The study showed that NV-128 is able to inhibit the growth (mitochondrial) mechanism of chemo-resistant ovarian cancer cells.

Marshall Edwards also had an agreement to license from Novogen oncology drug candidates phenoxodiol, triphendiol, and NV-143. The deal outlined today cancels these previous licensing agreements.

“Now armed with a hand selected management team, world class oncology drug development expertise and the flexibility to develop these valuable assets we are poised to enter the clinic with two next generation drug candidates in the new year,” said Marshall Edwards chairman Professor Bryan Williams.

“In addition this strategic acquisition will enable us to explore other potential candidates and indications within the portfolio while enhancing our ability to partner.”

Under the terms of the deal, each share of the 1000 shares of class A preferred stock is convertible into a minimum of 4,827 shares of Marshall Edwards common stock valued at $US4 million based on the volume weighted average price over the prior 20 trading days. However, should any of the acquired assets achieve a “statistically significant result” in a Phase II clinical trial, or if any patients progress to a Phase III trial, each share of class A stock not already converted will become converted into 9,654 of Marshall Edwards common stock.

The deal has been unanimously approved by the boards of both companies and now awaits final shareholder approval.