EX-10.1







Exhibit 10.1




SECURITIES SUBSCRIPTION AGREEMENT




     This Securities Subscription Agreement (this “Agreement”) dated as of July 28, 2008,
is by and among Marshall Edwards, Inc., a Delaware corporation (the “Company”) and each
purchaser identified on the signature page hereto (each, a “Purchaser” and, collectively,
the “Purchasers”).



     WHEREAS, the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company shares of the Company’s common
stock, par value $0.00000002 (the “Shares”); and



     WHEREAS, the Company has registered the Shares on a Registration Statement on Form S-3
(Registration No. 333-149807) which was filed with the U.S. Securities and Exchange Commission (the
“SEC”) on March 19, 2008 and declared effective by the SEC on April 3, 2008.



     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the Company and each Purchaser hereby agree as follows:



ARTICLE I

PURCHASE AND SALE




     1.1 Closing.



          (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue
and sell, and each Purchaser agrees to purchase from the Company, the number of Shares set forth
next to such Purchaser’s name on Schedule 1.1 hereto on the Closing Date (as herein
defined) at a purchase price of $2.17 per Share which was the consolidated closing bid price of the
Company’s common stock on July 28, 2008 as quoted by the Nasdaq Stock Market’s Market Intelligence
Desk.




          (b) The closing (the “Closing”) of the transactions contemplated by this Agreement
shall occur at the offices of Morgan, Lewis & Bockius, LLP, New York, New York, or such other
location as the parties shall mutually agree; provided, however, that the parties
may agree to close by facsimile with originally executed copies of the Agreement to follow by
overnight courier.




          (c) The “Closing Date” means the date that is the third Trading Day (as defined
herein) after the date hereof. For purposes of this Agreement, “Trading Day” means a day
on which the Company’s common stock is trading on the Nasdaq Global Market.




     1.2 Deliveries.



          (a) On the Closing Date, the Purchasers shall deliver or cause to be delivered to the Company
the aggregate purchase price for the Shares set forth on Schedule 1.1 hereto payable by each
Purchaser to the Company by wire transfer of immediately available funds to the bank account
designated by the Company on Schedule 1.2 hereto.




 









 








          (b) On the Closing Date, the Company shall deliver or cause to be delivered to each of the
Purchasers a statement of account from Computershare Investor Services, LLC, the Company’s transfer
agent (the “Transfer Agent”) confirming that the Shares purchased by each Purchaser
pursuant to this Agreement are held in book entry form by the Transfer Agent in the name of each
Purchaser.




     1.3 Closing Conditions.



          (a) The obligations of the Company hereunder in connection with the Closing with each
Purchaser are subject to the following conditions being met:




               (i) the accuracy in all material respects when made and on the Closing Date (as if made on the
Closing Date, except to the extent that a representation or warranty specifically references an
earlier date) of the representations and warranties by the respective Purchasers contained herein;
and



               (ii) the delivery by the respective Purchaser of payment to the Company for the Shares as set
forth in Section 1.2(a) of this Agreement.



          (b) The obligations of the respective Purchaser hereunder in connection with the Closing are
subject to the following conditions being met:




               (i) the accuracy in all material respects when made and on the Closing Date (as if made on the
Closing Date, except to the extent that a representation or warranty specifically references an
earlier date) of the representations and warranties by the Company contained herein; and



               (ii) the delivery by the Company of the items set forth in Section 1.2(b) of this Agreement.



ARTICLE II

REPRESENTATIONS AND WARRANTIES




     2.1 Representations and Warranties by the Company.



          (a) The Company hereby represents and warrants to each of the Purchasers as follows:




               (i) Organization, Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business as now conducted and as
presently proposed to be conducted. The Company is duly qualified to transact business and is in
good standing as a foreign corporation in each jurisdiction in which the nature of the business
conducted makes such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, could not have or reasonably be expected to result in a material
adverse effect on its business, financial condition or properties (a “Material Adverse
Effect”), and, to the Company’s knowledge, no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.



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               (ii) Authorization. All corporate action on the part of Company, its officers,
directors and stockholders necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of Company hereunder and the authorization,
issuance and delivery of the Shares has been taken or will be taken prior to the Closing.



               (iii) Valid Issuance of Shares. The Shares, when issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein, will be duly and validly
authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than
restrictions on transfer under this Agreement and applicable state and federal securities laws.



               (iv) Legal Proceedings and Orders. There is no action, suit, proceeding or
investigation pending or threatened against the Company that questions the validity of this
Agreement or the right of the Company to enter into this Agreement or to consummate the
transactions contemplated hereby, nor is the Company aware of any basis for any of the forgoing.
The Company is neither a party nor subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality that would affect the
ability of the Company to enter into this Agreement or to consummate the transactions contemplated
hereby.



               (v) Registration Statement. The Registration Statement is effective on the date
hereof and the Company has not received notice that the SEC has issued or intends to issue a stop
order with respect to the Registration Statement or that the SEC otherwise has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or permanently.



               (vi) No Conflicts. The execution, delivery and performance of this Agreement by the
Company, the issuance and sale of the Shares and the consummation by the Company of the
transactions contemplated hereby do not and will not (i) violate any provision of the Company’s
certificate of incorporation or bylaws, or (ii) breach or result in a default under, result in the
creation of any Lien (“Lien” under this Agreement means a lien, charge, security interest,
encumbrance, right of first refusal, preemptive right or other restriction) upon any of the
properties or assets of the Company or give to others any right of termination, amendment,
acceleration or cancellation of any agreement, credit facility, debt or other instrument to which
the Company is a party or by which any property or asset of the Company is bound or affected, or
(iii) violate any law, rule, regulation, order, judgment, injunction, or decree of any court or
government authority to which the Company is subject (including federal and state securities laws
and regulations, and the rules and regulations of the Nasdaq Global Market (“Trading
Market”), or by which any property or asset of the Company is bound or affected; except in the
cases of each of clauses (ii) and (iii) such as could not have or reasonably be expected to result
in a Material Adverse Effect.



               (vii) SEC Reports; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it under the
Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange
Act of 1934,


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as amended (the “Exchange Act”), for the two years preceding the date hereof
(or such shorter period as the Company was required by law to file such material). The foregoing
materials filed through the date hereof, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports.” As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading. The historical financial statements of the Company included in the SEC Reports comply
in all material respects with applicable accounting requirements and the rules and regulations of
the SEC with respect thereto as in effect at the time of the filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit statements.




               (viii) Material Changes. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to
result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of
business consistent with past practice, (iii) the Company has not altered its method of accounting,
(iv) the Company has not declared or made any dividend or distribution of cash or other property
(or its securities) to shareholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital shares and (v) the Company has not issued any equity securities or
common stock equivalents to any Person (including to any officer, director or Affiliate), except
(a) a warrant to purchase shares of the Company’s common stock issued to John O’Connor, for
investor services relations rendered by Mr. O’Connor to the Company and (b) pursuant to existing
Company share option plans. The Company does not have pending before the SEC any request for
confidential treatment of information. “Person” under this Agreement means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind. “Affiliate” under this Agreement means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a
Person as such terms are used in and construed under Rule 144 under the Securities Act. With
respect to a Purchaser, any investment fund or managed account that is managed on a discretionary
basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such
Purchaser.



               (ix) Litigation. There is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its properties before or by any court, arbitrator,
governmental or



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administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively an “Action”) which adversely affects or challenges the legality,
validity or enforceability of any of this Agreement or the Shares. Neither the Company nor any
director or officer thereof is or has been subject of any Action involving a claim of violation of
or liability under federal or state securities laws or a claim of breach of fiduciary duty. There
has not been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company or any current or former director or officer of the
Company. The SEC has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company under the Exchange Act or the Securities Act.




               (x) Compliance. The Company is not in default under or in violation of, nor has it
received notice of a claim that it is in default under or that it is in violation of, (i) its
certificate of incorporation, articles of association or by-laws, (ii) any indenture, loan or
credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound, (iii) any court, arbitrator or governmental body, or (iv) any statute,
rule or regulation of any jurisdiction or regulatory body in which it is conducting its business,
except in the case of (ii), (iii) or (iv) as could not reasonably be expected to have a Material
Adverse Effect.



               (xi) Regulatory Permits. The Company possesses all certificates, authorizations and
permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary
to conduct its business as described in the SEC Reports, except where the failure to possess such
permits could not have or reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and the Company has not received any notice of proceedings related to
the revocation or modification of any Material Permit which, if the subject of an unfavorable
decision, ruling or finding, could reasonable by expected to results in a Material Adverse Effect.



               (xii) Title to Assets. The Company has good and marketable title to all real and
personal property and assets owned by it that are material to the business of the Company, in each
case free and clear of all Liens, except for Liens, (i) if any, reflected in the SEC Reports, (ii)
as do not materially affect the value of such property, (iii) as do not materially interfere with
the use made and proposed to be made of such property by the Company or (iv) for the payment of
federal, state or other taxes, the payment of which is neither delinquent nor the subject to
penalties. Any real property and facilities held under lease by the Company are held by it under
valid, subsisting and enforceable leases with which the Company is in compliance, with such
exceptions as are not materially significant in relation to its business taken as a whole.



               (xiii) Patents and Trademarks. The Company has, or has rights to use, all patents,
patent applications, trademarks, trademark applications, service markets, trade names, copyrights,
licenses, trade secrets or other similar rights necessary or material for use in connection with
its business and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). The Company has not received a written notice that
the Intellectual Property Rights used by Company violates or infringes upon the rights of any
Person. To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property
Rights of others.



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               (xiv) Insurance. The Company is fully insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in
the businesses in which the Company is engaged, including but not limited to, directors and
officers insurance coverage. To the best knowledge of the Company, such insurance contracts and
policies are accurate and complete. The Company has no reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.



               (xv) Transactions with Affiliates and Employees. Except as set forth in the SEC
Reports, none of the Affiliates, employees officers or directors of the Company is presently a
party to any transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any Affiliate, officer, director or employee or, to the knowledge of
the Company, any entity in which any Affiliate, officer, director, or employee has a substantial
interest or is an officer, director, trustee or partner, in each case in excess of $60,000 other
than (i) for payment of salary or consulting fees for services rendered, (ii) for reimbursement of
appropriate expenses incurred on behalf of the Company and (iii) for other employee benefits,
including share option agreements under and share option plan of the Company.



               (xvi) Certain Fees. Any brokerage, finder’s fees or commissions that are or will be
payable by the Company to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transaction contemplated by the this
Agreement will be paid solely by the Company. The Company shall pay all transfer agent fees and
expenses, escrow fees and stamp taxes levied in connection with the delivery of any Shares.



               (xvii) Investment Company. The Company is not, and immediately after receipt of
payment for the Shares, will not be an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.



               (xviii) Registration Rights. Except as set for in the SEC Reports, no Person has any
right to cause the Company to effect the registration under the Securities Act of any securities of
the Company.



               (xix) Listing and Maintenance Requirements. The Company’s Common Stock is registered
pursuant to the Exchange Act and listed on the Trading Market, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or de-listing or suspending from trading
the Common Stock on the Trading Market nor has the Company received any notification that the SEC
or Trading Market is contemplating terminating such registration or listing, as applicable. The
Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to
the effect that the Company is not in compliance with the listing or maintenance requirements of
such Trading Market. The Company is in compliance in all material respects with all such listing
and maintenance requirements.



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               (xx) Tax Status. Except for matters that would not individually or in the aggregate
have or could reasonably be expected to result in a Material Adverse Effect, the Company has filed
all necessary federal, state and foreign income and franchise tax returns and have paid or accrued
all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been
asserted or threatened against the Company.



               (xxi) Foreign Corrupt Practices. Neither the Company nor to the knowledge of the
Company, any director, officer, employee, agent or other Person acting on behalf of the Company,
has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic
political parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any Person acting on its behalf of which the Company
is aware) which is in violation of law, or (iv) violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended.



               (xxii) Manipulation of Price. The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in
the stabilization or manipulation of the price of any security of the Company and to facilitate the
sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for
soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the Company, except with
respect to compensation payable in connection with the transactions contemplated hereby.



     2.2 Representations and Acknowledgments of the Purchasers.



          (a) Each Purchaser hereby represents and warrants to the Company as follows:




               (i) Organization, Good Standing and Qualification. Each Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite corporate power and authority to carry on its business as now
conducted and as presently proposed to be conducted. Each Purchaser is duly qualified to transact
business and is in good standing as a foreign entity in each jurisdiction in which the failure to
so qualify would have a Material Adverse Effect on its business or properties.



               (ii) Authorization; Enforcement. Each Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions contemplated hereby and
has taken all necessary action to authorize the execution, delivery and performance of this
Agreement. Upon execution and delivery, this Agreement will constitute a valid and binding
obligation of each Purchaser enforceable against each Purchaser in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer, applicable securities laws or regulations,
liquidation or similar laws relating to, or affecting generally, the enforcement of creditor’s
rights and remedies or by other equitable principles of general application from time to time in
effect.



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               (iii) Legal Proceedings and Orders. There is no action, suit, proceeding or
investigation pending or threatened against either Purchaser that questions the validity of this
Agreement or the right of the Company to enter into this Agreement or to consummate the
transactions contemplated hereby, nor is either Purchaser aware of any basis for any of the
forgoing. Each Purchaser is neither a party nor subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or instrumentality that would
affect the ability of the Purchaser to enter into this Agreement or to consummate the transactions
contemplated hereby.



               (ii) Residency. Each Purchaser has its principal executive office in the jurisdiction
set forth immediately below such Purchaser’s name on the signature page hereto.



ARTICLE III

INDEMNIFICATION




     3.1 Indemnification of Purchasers. The Company will indemnify and hold the Purchasers
and their directors, officers, shareholders, members, partners, employees and agents (each a
“Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and reasonable attorney’s fees and costs of investigation that any
such Purchaser Party may suffer or incur as a result of, or relating to, any breach of any of the
representations, warranties, covenants or agreements made by the Company in this Agreement (unless
such action is based upon a breach of such Purchaser’s representations, warranties or other
covenants under this Agreement or any violation by the Purchaser of state or federal securities
laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct
or malfeasance).



ARTICLE IV

MISCELLANEOUS




     4.1 Notices. All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered personally against written
receipt or by facsimile transmission or mailed (by registered or certified mail, return receipt
requested) or by reputable overnight courier, fee prepaid to the parties at the following addresses
or facsimile numbers:



If to the Company:


Marshall Edwards, Inc.

140 Wicks Road

North Ryde NSW 2113

Australia

Facsimile: + 61 2 9878 8474

Attn: David. R. Seaton




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with copies to:


Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178-0060

Facsimile: (212) 309-6001

Attention: Steven A. Navarro, Esq.





If to the Purchasers at: The addresses and facsimile numbers set forth on
Schedule 1.1 and in the case of OppenheimerFunds, Inc, with an additional
copy to:


General Counsel

OppenheimerFunds, Inc.

Two World Financial Center

225 Liberty Street, 16th Floor

New York, NY 10281



All such notices, requests and other communications will (w) if delivered personally to the address
as provided in this Section 4.1 be deemed given upon delivery, (x) if delivered by facsimile
transmission to the facsimile number as provided in this Section 4.1 be deemed given upon receipt,
(y) if delivered by mail in the manner described above to the address as provided in this Section
4.1, be deemed given upon receipt and (z) if delivered by reputable overnight courier to the
address as provided in this Section 4.1, be deemed given upon receipt. Any party from time to time
may change its address, facsimile number or other information for the purpose of notices to that
party by giving notice specifying such change to the other parties hereto.




     4.2 Binding Effect. This Agreement shall be binding upon the heirs, legal
representatives and successors of the Company and each Purchaser; provided,
however, that each Purchaser may not assign any rights or obligations under this Agreement.



     4.3 Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in accordance with the domestic
laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.



     4.4 Invalid Provisions. In the event that any provision of this Agreement is found to
be invalid or otherwise unenforceable by a court or other tribunal of competent jurisdiction, such
invalidity or unenforceability shall not be construed as rendering any other provision contained
herein invalid or unenforceable, and all such other provisions shall be given full force and effect
to the same extent as though the invalid and unenforceable provision was not contained herein.



     4.5 Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



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     4.6 Amendments. This Agreement or any provision hereof may be changed, waived, or
terminated only by a statement in writing signed by the party against whom such change, waiver or
termination is sought to be enforced.



     4.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties
pertaining to the Shares and supersedes all prior and contemporaneous agreements, representations,
and understandings of the parties with respect thereto.



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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 28th day of July,
2008



					
	 
	 	COMPANY:



MARSHALL EDWARDS, INC.
	 
	 
	 	By:  	/s/ David R. Seaton
 	 
	 	Name:  	David. R. Seaton 	 
	 	Title:  	Chief Financial Officer & Secretary 	 



					
	 
	 	PURCHASERS:


NOVOGEN LIMITED

 	 
	 	By:  	/s/ Christopher Naughton
 	 
	 	Name:  	Christopher Naughton 	 
	 	Title:  	Managing Director 	 



					
	 
	 	Address : 140 Wicks Road
North Ryde, NSW 2113
Fax No. + 61 2 9878-0055
Tax Identification No. N/A




ON BEHALF OF 

OPPENHEIMERFUNDS, INC. AS 
ADVISER
TO EACH OF THE PARTIES 

SEVERALLY AND NOT
JOINTLY 

LISTED ON PART B OF SCHEDULE 1.1
	 
	 
	 	By:  	/s/ George Evans
 	 
	 	Name:  	George Evans 	 
	 	Title:  	Senior Vice President 	 
	 
	 	Address: Two World Financial Center
225 Liberty Street, 11th Floor
New York, NY 10281
Fax No. (212) 323-4070

 	 
	 	 	 
	 	 	 
	 	 	 



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Schedule 1.1

Purchasers and Subscription Amounts




Part A




	 	 	 	 	 	 	 	 	 
	Purchaser	 	Shares	 	Aggregate Purchase Price
	Novogen Limited

	 	 	2,908,295	 	 	$	6,311,000	 






Part B




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Purchaser	 	Shares	 	Aggregate Purchase Price	 	Tax Identification No.
	Oppenheimer International
Growth Fund
	 	 	1,042,600	 	 	$	2,262,442	 	 	 	13-3867060	 
	Mass Mutual International
Equity Fund
	 	 	380,100	 	 	$	824,817	 	 	 	84-0885458	 
	Oppenheimer International
Growth Fund/VA
	 	 	167,500	 	 	$	363,475	 	 	 	06-1342574	 
	AZL Oppenheimer
International Growth Fund
	 	 	83,800	 	 	$	181,846	 	 	 	31-1797028	 
	OFITC International Growth
Fund
	 	 	17,000	 	 	$	36,890	 	 	 	13-4128140	 
	OFI International Equity Fund
	 	 	9,000	 	 	$	19,530	 	 	 	02-0568055	 






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Schedule 1.2

Wire Instructions for Company




	 	 	 
	Primary Bank:

	 	JPMorgan Chase Bank

	Swift#:

	 	CHASUS33

	ABA#

	 	021000021
	Account Name:

	 	Marshall Edwards, Inc.

	Account Number:

	 	821-5010735-65







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