UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period fromto
 Commission file number 0-29962
 Novogen Limited
 
 Not Applicable
 New South Wales, Australia
 140 Wicks Road, North Ryde, New South Wales 2113, Australia
 None
 Ordinary Shares*
 American Depositary Shares, each representing five Ordinary Shares
 
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares. 
  Not Applicable
   o þ
  o þ
  þ o
  o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o  U.S. GAAP o
    
    International Financial Reporting Standards as issued
by the International Accounting Standards Board þ
    
    Other o
  o o
  o þ




---



##### 



TABLE OF CONTENTS
 Forward Looking Statements
    
    1PART IITEM 1.
    
    Identity of Directors, Senior Management and Advisors
    
    
    3ITEM 2.
    
    Offer Statistics and Expected Timetable
    
    
    3ITEM 3.
    
    Key Information
    
    
    3ITEM 4.
    
    Information on the Company
    
    
    16ITEM 4A
    
    Unresolved Staff Comments
    
    
    35ITEM 5.
    
    Operating and Financial Review and Prospects
    
    
    35ITEM 6.
    
    Directors, Senior Management and Employees
    
    
    44ITEM 7.
    
    Major Shareholders and Related Party Transactions
    
    
    62ITEM 8.
    
    Financial Information
    
    
    64ITEM 9.
    
    Offer and Listing Details
    
    
    68ITEM 10.
    
    Additional Information
    
    
    70ITEM 11.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    75ITEM 12.
    
    Description of Securities other than Equity Securities
    
    
    76PART IIITEM 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    78ITEM 14.
    
    Material Modifications to the Rights of Security Holders and the Use of Proceeds
    
    
    78ITEM 15.
    
    Controls and Procedures
    
    
    78ITEM 16.
    
    Reserved
    
    
    79ITEM 16A.
    
    Audit Committee Financial Expert
    
    
    79ITEM 16B
    
    Code of Ethics
    
    
    79ITEM 16C
    
    Principal Accountant Fees and Services
    
    
    80ITEM 16D
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    81ITEM 16E
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchases
    
    
    81ITEM 16G
    
    Corporate Governance
    
    
    81PART IIIITEM 17.
    
    Financial Statements  Not Applicable
    
    
    83ITEM 18.
    
    Financial Statements
    
    
    83ITEM 19.
    
    Exhibits
    
    
    83




---



##### 



FORWARD-LOOKING STATEMENTS
  
    
    the inability of the Company to obtain required additional financing or
financing available to it on acceptable terms,
    
    the results of the various strategic alternatives being contemplated by the
Company, including the sale of its entire isoflavone-related intellectual property
portfolio to its majority-owned subsidiary Marshall Edwards, Inc. (MEI), which sale
remains subject to, among other things, definitive documentation and stockholder
approvals;
    
    the ability of MEI to continue its development of triphendiol, NV-128 and
NV-143;
    
    the ability of the Companys majority owned subsidiary Glycotex, Inc.
(Glycotex) to continue its clinical development of GLYC-101;
    
    the failure to locate, hire, assimilate and retain qualified personnel;
    
    the failure of the Company to successfully commercialize its product candidates;
    
    costs and delays in the development and/or receipt of U.S. Food and Drug
Administration (FDA) or other required governmental approvals, or the failure to
obtain such approvals, for the Companys product canditates;
    
    uncertainties in clinical trial results;
    
    the inability to maintain or enter into, and the risks resulting from
dependence upon, collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and distribution of any
products;
    
    competition and competitive factors;
    
    the inability to enforce the Companys patents or proprietary rights and obtain
 1




---



##### 



necessary rights to third party patents and intellectual property to operate the
business;
 
    
    the inability to operate the business without infringing upon the patents and
proprietary rights of others;
    
    the failure of any product candidate to gain market acceptance;
    
    general economic conditions;
    
    technological changes;
    
    government regulation generally and the receipt of regulatory approvals;
    
    changes in industry practice; and
    
    one-time events.
   2




---



##### 



PART I
 Item 1. Identity of Directors, Senior Management and Advisors
  Item 2. Offer Statistics and Expected Timetable
  Item 3. Key Information
 Selected Financial Data
     3




---



##### 



Summary of Consolidated Statements of Comprehensive Income  (IFRS)
 2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2010(A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Continuing operationsRevenue from sale of goods
    
    
    13,500
    
    
    
    10,709
    
    
    
    9,400
    
    
    
    8,333
    
    
    
    7,983
    
    
    
    6,770Other revenue
    
    
    3,945
    
    
    
    6,586
    
    
    
    3,883
    
    
    
    2,814
    
    
    
    1,925
    
    
    
    1,632Total revenue
    
    
    17,445
    
    
    
    17,295
    
    
    
    13,283
    
    
    
    11,147
    
    
    
    9,908
    
    
    
    8,402Net loss before income tax
    
    
    (17,912
    )
    
    
    (24,295
    )
    
    
    (24,773
    )
    
    
    (23,786
    )
    
    
    (15,236
    )
    
    
    (12,920
    )Net loss attributable to
members of Novogen
Limited
    
    
    (16,220
    )
    
    
    (19,981
    )
    
    
    (20,264
    )
    
    
    (18,928
    )
    
    
    (12,345
    )
    
    
    (10,468
    )Basic and diluted
earnings/(loss) per share
(cents per share)
    
    
    (16.7
    )
    
    
    (20.5
    )
    
    
    (20.8
    )
    
    
    (18.6
    )
    
    
    (12.1
    )
    
    
    (10.3
    )Weighted average number
of Ordinary Shares used
to calculate earnings per
share
    
    
    97,207,053
    
    
    
    97,567,399
    
    
    
    97,594,261
    
    
    
    101,741,016
    
    
    
    102,125,894
    
    
    
    102,125,894Number of outstanding
Ordinary Shares at year
end
    
    
    97,294,054
    
    
    
    97,594,261
    
    
    
    97,594,261
    
    
    
    102,125,894
    
    
    
    102,125,894
    
    
    
    102,125,894
 Summary of Consolidated Statements of Financial Position
(IFRS)
 2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2010(A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (A$000)
    
    (US$000)Cash and Cash
Equivalents
    
    
    33,513
    
    
    
    39,511
    
    
    
    35,386
    
    
    
    33,338
    
    
    
    15,131
    
    
    
    12,831Total Assets
    
    
    51,098
    
    
    
    51,357
    
    
    
    43,401
    
    
    
    37,842
    
    
    
    19,290
    
    
    
    16,358Net Assets
    
    
    44,578
    
    
    
    44,626
    
    
    
    35,637
    
    
    
    28,773
    
    
    
    13,176
    
    
    
    11,173Capital Stock
    
    
    176,989
    
    
    
    191,876
    
    
    
    200,432
    
    
    
    206,419
    
    
    
    206,419
    
    
    
    175,043
   4




---



##### 



Exchange Rates for the six months to November 2010
A$ versus US$
 Month
    
    High
    
    LowJune
    
    $
    0.8818
    
    
    $
    0.8192July
    
    $
    0.9051
    
    
    $
    0.8380August
    
    $
    0.9170
    
    
    $
    0.8807September
    
    $
    0.9714
    
    
    $
    0.9093October
    
    $
    0.9943
    
    
    $
    0.9666November
    
    $
    1.0162
    
    
    $
    0.9594
 Exchange Rates for the Last Five Years A$ versus US$
 Fiscal Year
    
    AverageEnded June 30
    
    Rate2006
    
    $
    0.74722007
    
    $
    0.78622008
    
    $
    0.89682009
    
    $
    0.74552010
    
    $
    0.8820
 5




---



##### 



Risk Factors
  The Company is exploring various strategic alternatives involving assets comprising substantially
all of its business.
   The Company will need additional funds in order to finance its future operations and its
pre-clinical and clinical development programs. The actual amount of funds that the Company will
need will be determined by a number of factors, some of which are beyond its control.
   6




---



##### 




    
    the number of sites included in the trials;
    
    the length of time required to enroll suitable patients;
    
    the number of patients who participate in the trials and the rate that they are
recruited;
    
    the number of treatment cycles patients complete while they are enrolled in the
trials; and
    
    the efficacy and safety profile of the product.
    The uncertain financial markets may negatively impact the Companys liquidity and clinical trials,
as well as the liquidity and clinical trials of the Companys subsidiaries, by precluding the
Company and its subsidiaries from raising funds through equity and/or debt investments or third
party loans on favorable terms or at all.
  7




---



##### 



The Company has incurred operating losses since its inception, and is likely to incur operating
losses for the foreseeable future.
  Because a final analysis of the Phase III OVATURE trial of orally administered phenoxodiol
determined that the trial did not show a statistically significant improvement in its primary
(progression-free survival) or secondary (overall survival) endpoints, the Company is unlikely to
out-license phenoxodiol to third parties for this purpose.
  If the U.S. Food and Drug Administration (FDA) does not allow the Companys drug candidates
NV-143 and NV-128 to progress to clinical testing, the Company will not be able to continue
development of these drug candidates in the U.S.
  If the data from the Companys clinical trial program do not demonstrate the safety and
efficacy of the phenolic drug candidates to the satisfaction of the FDA and other regulatory
authorities, the Company will not receive approval to market its drug candidates in the U.S. or
other jurisdictions.
  8




---



##### 



Any failure in the clinical trial program could impair the commercial prospects of the Companys
entire phenolic drug program.
  If the Company does not receive marketing approval for its phenolic drug candidates, or regulatory
approval is withdrawn for the Companys dietary supplements, the Company will not be able to
commercialize its products and product candidates.
     9




---



##### 



The Company has no direct control over the cost of the pharmaceutical drug manufacturing costs
and the Company will be relying on third parties to manufacture commercial quantities of
pharmaceutical drug candidates as well as drug supplies for larger scale clinical trials.
  The Company has no direct control over the cost of red clover isoflavone extract or the
formulation and packaging of its dietary supplement products.
   The Companys success is largely dependent on its ability to obtain patent protection and
preserve trade secrets, which cannot be guaranteed.
  10




---



##### 



The Companys commercial opportunity will be reduced or eliminated if competitors develop and
market products that are more effective or less expensive than the Companys products.
  11




---



##### 



The Company may not be able to establish the strategic licensing partnerships necessary to develop,
market and distribute its pharmaceutical product candidates.
  The Company may not be able to establish or maintain the strategic partnerships necessary to
market and distribute its dietary supplement products.
  12




---



##### 



The Company faces the risk of product liability claims and may not be able to obtain adequate
insurance.
  Enforceability of civil liabilities under the federal securities laws against the Company or
the Companys officers and directors may be difficult.
  13




---



##### 



The trading price of the Companys ordinary shares and American Depository Receipts (ADRs) could
decline in value if the trading price of the shares of common stock of its listed subsidiary
company, Marshall Edwards, declines.
  The trading price of the Companys ordinary shares and ADRs is highly volatile. Your investment
could decline in value and the Company may incur significant costs from class action litigation and
its securities may be delisted from Nasdaq.
  
    
    announcements of technological innovations by the Company and its competitors;
    
    new products introduced or announced by the Company or its competitors;
    
    changes in financial estimates by securities analysts;
    
    actual or anticipated variations in operating results;
    
    expiration or termination of licenses, research contracts or other collaboration
agreements;
    
    conditions or trends in the regulatory climate in the biotechnology, pharmaceutical and
genomics industries;
    
    changes in the market values of similar companies;
    
    the liquidity of any market for the Companys securities; and
    
    additional sales by the Company of its shares.
  14




---



##### 



15




---



##### 



Item 4.
    
    Information on the Company
 History and development of the Company
 www.novogen.com
 Capital expenditures
  Business overview
 Nature of the Business
   16




---



##### 



Clinical development
 Anti-Cancer
 Phenoxodiol
       17




---



##### 



Triphendiol
    18




---



##### 



NV-143
  NV-128
   i e
  19




---



##### 



GLYC-101
   Consumer health care
     20




---



##### 



Category of Activity
 2008
    
    2009
    
    2010(A$000)
    
    (A$000)
    
    (A$000)Revenue from sale of goods
    
    
    9,400
    
    
    
    8,333
    
    
    
    7,983Other revenue
    
    
    3,883
    
    
    
    2,814
    
    
    
    1,925Total Revenue
    
    
    13,283
    
    
    
    11,147
    
    
    
    9,908
 Geographical Markets
 2008
    
    2009
    
    2010(A$000)
    
    (A$000)
    
    (A$000)Revenue from sale of goodsAustralia/NZ
    
    
    4,755
    
    
    
    4,065
    
    
    
    3,955Europe
    
    
    2,217
    
    
    
    2,200
    
    
    
    2,240North America
    
    
    2,428
    
    
    
    2,068
    
    
    
    1,7889,400
    
    
    
    8,333
    
    
    
    7,983Other revenueAustralia/NZ
    
    
    3,145
    
    
    
    2,528
    
    
    
    1,824Europe
    
    
    5
    
    
    
    1
    
    
    
    2North America
    
    
    733
    
    
    
    285
    
    
    
    993,883
    
    
    
    2,814
    
    
    
    1,925Total Revenue
    
    
    13,283
    
    
    
    11,147
    
    
    
    9,908
 21




---



##### 



Source and Availability of Raw Materials
 Phenolic Pharmaceutical Compounds
  Isoflavones
  Marketing Channels
  Patent Protection
    22




---



##### 



Trademark Protection
  Licensing Arrangements
    (i)
    
    US$1,540,000 due by December 31, 2010;(ii)
    
    US $1,670,000 due by December 31, 2011; and(iii)
    
    US $2,000,000 by December 31, 2012 and annually thereafter for so long as
the agreement is in effect.
  23




---



##### 



Australian Government
      Regulatory Requirements
 Australian Regulatory Requirements
 Therapeutic Goods Act 1989,
  24




---



##### 



25




---



##### 



U.S. Regulatory Requirements
   
    
    pre-clinical laboratory evaluations, including formulation and stability testing, and
animal tests performed under the FDAs Good Laboratory Practices regulations to assess
potential safety and effectiveness;
    
    submission and approval of an Investigational New Drug Application, or IND, including
results of pre-clinical tests, manufacturing information, and protocols for clinical
studies, which must become effective before clinical trials may begin in the U.S.;
    
    obtaining approval of Institutional Review Boards, or IRBs, to administer the products
to human subjects in clinical trials;
    
    adequate and well-controlled human clinical trials to establish the safety and efficacy
of the product for the products intended use;
    
    development of manufacturing processes which conform to FDA current Good Manufacturing
Practices, or cGMPs, as confirmed by FDA inspection;
    
    submission of pre-clinical and clinical studies results, and chemistry, manufacturing
and controls, or CMC, information on the product to the FDA in a
 26




---



##### 



New Drug Approval Application, or NDA; and
    
    FDA review and approval of NDA, prior to any commercial sale or shipment of a product.
    
    
    Phase I:The drug is initially introduced into healthy human subjects or patients and tested for
safety and dosage tolerance. Absorption, metabolism, distribution, and excretion testing is
generally performed at this stage.
    
    Phase II:The drug is studied in controlled, exploratory therapeutic trials in a limited number
of subjects with the disease or medical condition for which the new drug is intended to be used in
order to identify possible adverse effects and safety risks, to determine the preliminary or
potential efficacy of the product for specific targeted diseases or medical conditions, and to
determine dosage tolerance and the optimal effective dose.
    
    Phase III:When Phase II studies demonstrate that a specific dosage range of the drug is likely
to be effective and the drug has an acceptable safety profile, controlled, large-scale therapeutic
Phase III trials are undertaken at multiple study sites to demonstrate clinical efficacy and to
further test for safety in an expanded patient population.
  27




---



##### 



28




---



##### 



29




---



##### 



30




---



##### 



European Union Regulatory Requirements
   31




---



##### 



Nasdaq compliance
 Novogen
  Marshall Edwards, Inc.
  32




---



##### 



33




---



##### 



Organizational Structure
 Corporate Structure
  Name of Entity
    
    Country of Incorporation
    
    Ownership %+Novogen Laboratories Pty Ltd
    
    Australia
    
    100Novogen Research Pty Ltd
    
    Australia
    
    100Novogen Inc
    
    U.S.
    
    100Glycotex, Inc.
    
    U.S.
    
    80.7Novogen Limited (U.K.)
    
    U.K.
    
    100Promensil Limited
    
    U.K.
    
    100Novogen BV
    
    Netherlands
    
    100Novogen Canada Limited
    
    Canada
    
    100Marshall Edwards, Inc.
    
    U.S.
    
    71.3Marshall Edwards Pty Limited*
    
    Australia
    
    71.3
 
 *
    
    Indirect ownership through Marshall Edwards, Inc.+
    
    Ownership % at June 30, 2010. 34




---



##### 



Property, Plant and Equipment
   Item 4A. Unresolved Staff Comments
  Item 5. Operating and Financial Review and Prospects
  Application of Critical Accounting Policies
  Revenue Recognition
  35




---



##### 



Returns
  Balance at
    
    
    Charged toBeginning of
    
    
    Cost and
    
    
    Actual
    
    
    Balance atyear
    
    
    Expense
    
    
    Returns
    
    
    End of YearA$000
    
    
    
    A$000
    
    
    
    A$000
    
    
    
    A$000Allowance for Sales returns:Year ended June 30, 2008
    
    
    125
    
    
    
    145
    
    
    
    223
    
    
    
    47Year ended June 30, 2009
    
    
    47
    
    
    
    277
    
    
    
    288
    
    
    
    36Year ended June 30, 2010
    
    
    36
    
    
    
    75
    
    
    
    110
    
    
    
    1
 Discounts
  Balance at
    
    
    Charged toBeginning of
    
    
    Cost and
    
    
    Actual
    
    
    Balance atyear
    
    
    Expense
    
    
    Discounts
    
    
    End of YearA$000
    
    
    
    A$000
    
    
    
    A$000
    
    
    
    A$000Allowance for Sales
discounts:Year ended June 30, 2008
    
    
    117
    
    
    
    554
    
    
    
    592
    
    
    
    79Year ended June 30, 2009
    
    
    79
    
    
    
    647
    
    
    
    584
    
    
    
    142Year ended June 30, 2010
    
    
    142
    
    
    
    492
    
    
    
    557
    
    
    
    77
 Inventory Adjustments
   36




---



##### 



Results of Operations
  STATEMENT OF COMPREHENSIVE INCOME  for the year ended 30 June, 2010
 Consolidated2010
    
    
    2009
    
    
    2008
    
    
    2010$000
    
    
    $000
    
    
    A$000
    
    
    US$000Continuing OperationsRevenue
    
    
    9,908
    
    
    
    11,147
    
    
    
    13,283
    
    
    
    8,402Cost of sales
    
    
    (2,216
    )
    
    
    (2,523
    )
    
    
    (4,090
    )
    
    
    (1,879
    )Gross profit
    
    
    7,692
    
    
    
    8,624
    
    
    
    9,193
    
    
    
    6,523Other income
    
    
    7
    
    
    
    
    
    
    
    1,623
    
    
    
    6Research & development expenses
    
    
    (8,093
    )
    
    
    (18,788
    )
    
    
    (18,811
    )
    
    
    (6,863
    )Selling & promotional expenses
    
    
    (4,196
    )
    
    
    (6,572
    )
    
    
    (6,134
    )
    
    
    (3,558
    )Shipping and handling expenses
    
    
    (236
    )
    
    
    (341
    )
    
    
    (300
    )
    
    
    (200
    )General and administrative expenses
    
    
    (10,395
    )
    
    
    (6,671
    )
    
    
    (9,792
    )
    
    
    (8,815
    )Other expenses
    
    
    
    
    
    
    (27
    )
    
    
    (528
    )
    
    
    Finance costs
    
    
    (15
    )
    
    
    (11
    )
    
    
    (24
    )
    
    
    (13
    )Loss before income tax
    
    
    (15,236
    )
    
    
    (23,786
    )
    
    
    (24,773
    )
    
    
    (12,920
    )Income tax expense
    
    
    (10
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (8
    )Loss after tax from continuing operations
    
    
    (15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Loss for the period
    
    
    (15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Other comprehensive incomeNet exchange difference on translation of
financial statements of foreign controlled
entities
    
    
    (1,079
    )
    
    
    6,163
    
    
    
    (3,775
    )
    
    
    (915
    )Other comprehensive income
    
    
    (1,079
    )
    
    
    6,163
    
    
    
    (3,775
    )
    
    
    (915
    )Total comprehensive income
    
    
    (16,325
    )
    
    
    (17,624
    )
    
    
    (28,552
    )
    
    
    (13,843
    )Loss attributable to:Non-controlling interest
    
    
    (2,901
    )
    
    
    (4,859
    )
    
    
    (4,513
    )
    
    
    (2,460
    )Novogen Limited
    
    
    (12,345
    )
    
    
    (18,928
    )
    
    
    (20,264
    )
    
    
    (10,468
    )(15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Total comprehensive income attributable to:Non-controlling interest
    
    
    (3,212
    )
    
    
    (3,121
    )
    
    
    (5,559
    )
    
    
    (2,724
    )Novogen Limited
    
    
    (13,113
    )
    
    
    (14,503
    )
    
    
    (22,993
    )
    
    
    (11,119
    )(16,325
    )
    
    
    (17,624
    )
    
    
    (28,552
    )
    
    
    (13,843
    )Basic and diluted earnings/(loss) per share (cents)
    
    
    (12.1
    )
    
    
    (18.6
    )
    
    
    (20.8
    )
    
    
    (10.3
    )
 37




---



##### 



Operating Results  Fiscal 2010 compared to Fiscal 2009
 Revenue
  Consumer product sales
   Costs and expenses
  38




---



##### 



Net loss
   Operating Results  Fiscal 2009 compared to Fiscal 2008
 Revenue
  Consumer product sales
   39




---



##### 



Costs and expenses
  Net loss
   Liquidity and capital resources
 Cash resources
  40




---



##### 



41




---



##### 



Research and Development
 Research and development policy
      
    
    All third party research and development, including the conduct of clinical trials, are
carried out under contract. The contract details include project milestones and expenditure
budgets. Senior research and development staff monitor the projects to ensure that milestones
are achieved in a timely manner.
    
    In-house research and development is managed by senior research and development staff.
Budgets are prepared annually and agreed upon by the Novogen
 42




---



##### 



Board. Actual expenses incurred are monitored monthly against the budget by expense line and in
total.
 Trend Information
   Off-Balance Sheet Arrangements
  Table of Contractual Obligations
  Payments due by periodIn A$000s
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    After 5 yearsOperating Leases
    
    
    1,646
    
    
    
    343
    
    
    
    725
    
    
    
    510
    
    
    
    68Other Expenditure Commitments *
    
    
    1,545
    
    
    
    1,450
    
    
    
    95
    
    
    
    
    
    
    
    Total Contractual Cash Obligations
    
    
    3,191
    
    
    
    1,793
    
    
    
    820
    
    
    
    510
    
    
    
    68
 
 *
    
    represents research and development contracts for services to be rendered. 43




---



##### 



Item 6. Directors, Senior Management and Employees.
 DIRECTORS
  
  
  Names, qualifications, experience and special responsibilities
 William D Rueckert Non-executive Chairman
  Other current and former directorships held in the last three years
   44




---



##### 



Special responsibilities
 
 Josiah T Austin Non-executive Director
  Other current and former directorships held in the last three years
  Peter Scutt Non-executive Director
  Ross Youngman Non-executive Director
  45




---



##### 



Peter R White Non-executive Director
  Executive Officers profiles
 Mark G. Hinze  Chief Financial Officer
  Craig Kearney  General Manager Consumer Business
  Ronald L Erratt
  46




---



##### 



Compensation
 Principles used to determine the nature and amount of remuneration
 Remuneration philosophy
   Directors fees
   Non-executive Director remuneration
   47




---



##### 



Executive Directors and other key management personnel remuneration
   48




---



##### 



Employment Agreements
 Novogen Executive Directors and key management executives (standard contracts)
     49




---



##### 



Glycotex, Inc.  Chief Executive Officer
   (1)
    
    in the event of his termination without cause or without good reason,
Dr Koenig will be entitled to receive continued payment of his base
salary and reimbursement of premiums he pays for continued health
coverage under COBRA during the twelve month period following such
termination;(2)
    
    in the event of his termination without cause or without good reason
during the one year following a change in control, to the extent not
vested, the stock option granted to Dr Koenig upon the initial public
offering will become fully vested;(3)
    
    in the event that Glycotex undergoes a change in control, fifty
percent of each of the four installments of Dr Koenigs stock options
issuable to him in connection with the offering will become fully
vested. In addition, in the event that Dr Koenigs employment is
terminated without cause or good reason within the one year period
following a change in control, to the extent not vested, the stock
options granted to Dr Koenig upon the initial public offering will
vest.
   Marshall
Edwards Inc.  Chief Executive Officer and Chief Financial Officer Contracts
   50




---



##### 



51




---



##### 



Details of Remuneration
  Remuneration of key management personnel and other Group Executives
 (includes movements in executive leave provisions for untaken annual and long service leave).
 Post
    
    Long term
    
    Termination
    
    Share basedShort term benefits
    
    employment
    
    benefits
    
    payments
    
    payments
    
    TotalNon-Salary &
    
    
    
    
    
    Monetary
    
    Superan-
    
    Long Service2010
    
    fees
    
    Cash bonus
    
    benefits
    
    nuation
    
    Leave
    
    
    
    Options$
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $
    
    %
    
    $Key management personnelNon-executive DirectorsPA Johnston (i)
    
    
    118,625
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168,625GM Leppinus
    
    
    44,036
    
    
    
    
    
    
    
    
    
    
    
    3,964
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,000PJ Nestel AO (ii)
    
    
    82,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,400WD Rueckert (iii)
    
    
    98,225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,225Executive DirectorsC Naughton (iv)
    
    
    273,006
    
    
    
    
    
    
    
    12,920
    
    
    
    50,000
    
    
    
    14,504
    
    
    
    1,544,390
    
    
    
    (45,139
    )
    
    
    -2.4
    %
    
    
    1,849,681AJ Husband
    
    
    311,288
    
    
    
    
    
    
    
    50,420
    
    
    
    50,000
    
    
    
    7,003
    
    
    
    
    
    
    
    28,079
    
    
    
    6.3
    %
    
    
    446,790ExecutivesDR Seaton (v)
    
    
    388,345
    
    
    
    
    
    
    
    44,150
    
    
    
    50,000
    
    
    
    13,235
    
    
    
    447,635
    
    
    
    (5,156
    )
    
    
    -0.5
    %
    
    
    938,209WJ Lancaster **
    
    
    152,466
    
    
    
    
    
    
    
    22,278
    
    
    
    
    
    
    
    
    
    
    
    209,341
    
    
    
    (2,065
    )
    
    
    -0.5
    %
    
    
    382,020BM Palmer
    
    
    167,591
    
    
    
    
    
    
    
    29,259
    
    
    
    14,649
    
    
    
    2,032
    
    
    
    
    
    
    
    31,522
    
    
    
    12.9
    %
    
    
    245,053CD Kearney
    
    
    190,277
    
    
    
    
    
    
    
    16,563
    
    
    
    16,680
    
    
    
    3,819
    
    
    
    
    
    
    
    32,446
    
    
    
    12.5
    %
    
    
    259,785RL Erratt
    
    
    156,970
    
    
    
    
    
    
    
    30,708
    
    
    
    50,000
    
    
    
    3,489
    
    
    
    
    
    
    
    29,732
    
    
    
    11.0
    %
    
    
    270,899DP Gold (vi) **
    
    
    100,067
    
    
    
    
    
    
    
    3,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,902
    
    
    
    40.2
    %
    
    
    173,813TM Zech (vi) **
    
    
    10,569
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,172
    
    
    
    17.0
    %
    
    
    12,741MG Hinze (vi)
    
    
    5,375
    
    
    
    
    
    
    
    755
    
    
    
    415
    
    
    
    75
    
    
    
    
    
    
    
    601
    
    
    
    8.3
    %
    
    
    7,221Other Group executivesR Koenig **
    
    
    323,195
    
    
    
    
    
    
    
    27,873
    
    
    
    8,918
    
    
    
    
    
    
    
    
    
    
    
    429,618
    
    
    
    54.4
    %
    
    
    789,6042,422,435
    
    
    
    
    
    
    
    238,770
    
    
    
    294,625
    
    
    
    44,157
    
    
    
    2,201,366
    
    
    
    571,712
    
    
    
    9.9
    %
    
    
    5,773,065
 
 (i)
    
    Remuneration includes Marshall Edwards and Glycotex Directors fees of $92,625*.(ii)
    
    Remuneration includes Marshall Edwards Directors fees of $36,000.(iii)
    
    Remuneration includes Glycotex Directors fees of $56,625*.(iv)
    
    Remuneration includes Marshall Edwards and Glycotex Directors fees of $29,593*.(v)
    
    Remuneration includes Glycotex Directors fees of $51,906*.(vi)
    
    Remuneration and benefits covered period of appointment which were part of the financial year.*
    
    Glycotex Directors fees have been earned but not paid as at the date of this report. The amounts
owed from Glycotex are not expected to be received in cash but are expected to be settled in
equity.**
    
    US based employee.  Share Based Compensation
 Employee share option plan
  52




---



##### 



Remuneration options: granted and vested during the year
   Marshall Edwards Inc.
 Terms and conditions for each grantValue per
    
    Exerciseoption at
    
    price per
    
    First
    
    LastGranted
    
    
    
    grant date
    
    share
    
    exercise
    
    exercisenumber
    
    Grant date
    
    (US$)
    
    (US$)
    
    date
    
    dateDP Gold
    
    
    110,195
    
    
    
    23/04/2010
    
    
    
    4.38
    
    
    
    5.05
    
    
    
    19/04/2011
    
    
    
    22/04/2015110,195
    
    
    
    7/06/2010
    
    
    
    1.63
    
    
    
    1.86
    
    
    
    19/04/2011
    
    
    
    6/06/2015TM Zech
    
    
    73,463
    
    
    
    18/06/2010
    
    
    
    1.33
    
    
    
    1.52
    
    
    
    18/06/2011
    
    
    
    17/06/2015Total
    
    
    293,853
  Shares issued on exercise of remuneration options
     53




---



##### 



Fair values of options:
   6 March,
    
    31 October,2009
    
    2008Exercise price
    
    
    0.5256
    
    
    
    1.06Share price at grant date
    
    
    0.51
    
    
    
    0.95Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    73
    %
    
    
    66
    %Historical volatility
    
    
    73
    %
    
    
    66
    %Risk-free interest rate
    
    
    3.61
    %
    
    
    4.76
    %Expected life of option
    
    5 years
    
    
    4.3 yearsOption fair value
    
    
    0.31
    
    
    
    0.51
  18 June,
    
    7 June,
    
    23 April,
    
    28 January,
    
    30 July,2010
    
    2010
    
    2010
    
    2009
    
    2008Exercise price
    
    US$
    1.52
    
    
    US$
    1.86
    
    
    US$
    5.05
    
    
    US$
    6.30
    
    
    US$
    21.70Share price at grant date
    
    US$
    1.52
    
    
    US$
    1.86
    
    
    US$
    5.05
    
    
    US$
    6.30
    
    
    US$
    21.30Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    136
    %
    
    
    135
    %
    
    
    132
    %
    
    
    111
    %
    
    
    81
    %Historical volatility
    
    
    136
    %
    
    
    135
    %
    
    
    132
    %
    
    
    111
    %
    
    
    81
    %Risk-free interest rate
    
    
    2.04
    %
    
    
    1.95
    %
    
    
    2.61
    %
    
    
    1.70
    %
    
    
    3.36
    %Expected life of warrant/option
    
    5 years
    
    5 years
    
    5 years
    
    5 years
    
    5 yearsWarrant/option fair value
    
    US$
    1.33
    
    
    US$
    1.63
    
    
    US$
    4.38
    
    
    US$
    5.00
    
    
    US$
    14.10
  29 May,2009Exercise price
    
    US$
    15.13Share price at grant date
    
    US$
    15.13Dividend yield
    
    
    0
    %Expected volatility
    
    
    52
    %Historical volatility
    
    
    52
    %Risk-free interest rate
    
    
    2.34
    %Expected life of warrant
    
    5 yearsWarrant fair value
    
    US$
    7.13
  54




---



##### 



Arrangements and Relationships
   Pension Benefits
  Board Practices
 Novogen Board of Directors
 Year First
    
    Current TermName
    
    Postion Held
    
    Appointed
    
    ExpiresCurrent Directors:W.D. Rueckert
    
    Chairman
    
    
    2009
    
    
    October-2013J.T. Austin
    
    Director
    
    
    2010
    
    
    October-2013P.R. White
    
    Director
    
    
    2010
    
    
    October-2013R. Youngman
    
    Director
    
    
    2010
    
    
    October-2013P. Scutt
    
    Director
    
    
    2010
    
    
    October-2011Former Directors who served during the fiscal year
2010:P. A. Johnston
    
    Chairman
    
    
    1997
    
    
    Retired October  , 2010C. Naughton
    
    Managing Director
    
    
    1997
    
    
    Employment ceased December 1, 2009P. B. Simpson
    
    Director
    
    
    1994
    
    
    Retired July  , 2009P. J. Nestel
    
    Director
    
    
    2001
    
    
    Retired October  , 2010G. M. Leppinus
    
    Director
    
    
    2005
    
    
    Retired October  , 2010A. J. Husband
    
    Executive Director
    
    
    2006
    
    
    Retired as a Director June 30, 2010
 Term of Directors
  55




---



##### 



Board of Directors
   Structure of the Board of Directors
    
    
    whether the director has been employed as an Executive of the Company within the last
three years;
    
    whether the director has been a principal of a material professional advisor or
consultant of the Company;
    
    whether the director has a material contractual relationship with the Company;
    
    whether the director has served on the Board of Directors for a period which could be
perceived to interfere with his or her ability to act in the best interests of the Company;
and
 56




---



##### 




    
    whether the director has any business interests which could be perceived to interfere
with his or her ability to act in the best interests of the Company.
  Name
    
    PositionPhilip A. Johnston
    
    Non-Executive Chairman  retired 18 October, 2010Professor Paul J. Nestel AO
    
    Non-Executive Director  retired 29 October, 2010Geoffrey M. Leppinus
    
    Non-Executive Director   retired 29 October, 2010William D. Rueckert
    
    Non-Executive DirectorPeter R. White
    
    Non-Executive Director  appointed September, 2010Ross Youngman
    
    Non-Executive Director  appointed September, 2010Peter Scutt
    
    Non-Executive Director  appointed October, 2010
   Audit Committee
   57




---



##### 



Performance
  Remuneration Committee
    Employees
  Category of Activity
 Number of People2010
    
    2009
    
    2008Research and development
    
    
    14
    
    
    
    17
    
    
    
    30Production
    
    
    3
    
    
    
    9
    
    
    
    14Sales and marketing
    
    
    8
    
    
    
    11
    
    
    
    12Finance and administration
    
    
    12
    
    
    
    11
    
    
    
    12Total
    
    
    37
    
    
    
    48
    
    
    
    68
 58




---



##### 



Geographic Location
 Number of People2010
    
    2009
    
    2008Australasia
    
    
    31
    
    
    
    43
    
    
    
    63North America
    
    
    5
    
    
    
    3
    
    
    
    3Europe
    
    
    1
    
    
    
    2
    
    
    
    2Total
    
    
    37
    
    
    
    48
    
    
    
    68
 Share Ownership
 Directors holdings of shares and options in the Company
  Ordinaryshares fullypaidW.D. Rueckert
    
    
    5,000J.T. Austin
    
    
    20,318,05320,323,053
  Shares held
 Ordinary
    
    %shares fully
    
    Total sharespaid
    
    on issueR.L. Erratt
    
    
    271,368
    
    
    
    0.3M.G.Hinze
    
    
    14,728
    
    
    
    C.D. Kearney
    
    
    8,850
    
    
    
    
 59




---



##### 



Options granted to and held by named Executives
 EligibleTotal
    
    executives
    
    Exerciseoptions
    
    participating
    
    price (A$)
    
    Grant date
    
    Expiry date43,424

    
    
    3
    
    
    
    3.64
    
    
    
    21/04/2006
    
    
    
    21/04/201170,716

    
    
    3
    
    
    
    2.41
    
    
    
    30/03/2007
    
    
    
    30/03/2012177,720

    
    
    3
    
    
    
    1.06
    
    
    
    1/03/2008
    
    
    
    1/03/2013295,236

    
    
    3
    
    
    
    0.53
    
    
    
    6/03/2009
    
    
    
    6/03/2014
  Exemptions from Certain Corporate Governance Rules of the Nasdaq Stock Market, LLC
  
    
    Novogen is exempt from Nasdaqs quorum requirements applicable to meetings of ordinary
shareholders. In keeping with the law of Australia and generally accepted business practices
in Australia, Novogens Constitution requires a quorum of three shareholders for a
shareholders meeting.
 
    
    Novogen is exempt from Nasdaqs requirement that each Nasdaq issuer shall require
shareholder approval of a plan or arrangement in connection with the acquisition of the stock
or assets of another company if any director, officer or substantial shareholder of the
issuer has a 5 percent or greater interest (or such persons collectively have a 10 percent or
greater interest), directly or indirectly, in the Company or assets to be acquired or in the
consideration to be paid in the transaction or series of related transactions and the present
or potential issuance of common stock, or securities convertible into or exercisable for
common stock, could result in an increase in outstanding common shares or voting power of 5
percent or more.
  60




---



##### 



61




---



##### 



Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
        62




---



##### 



63




---



##### 



Item 8. Financial Information
  Export Sales
  Legal Proceedings
  Dividends
  Significant Changes After Balance Sheet Date
 Novogen Limited
   64




---



##### 



Marshall Edwards, Inc.
   65




---



##### 



66




---



##### 



67




---



##### 



Item 9. Offer and Listing Details
 Trading Markets
  American Depositary Receipts
   68




---



##### 



NOVOGEN LIMITED SHARE PRICE HISTORY
 Per Ordinary Share (A$)
    
    Per ADR (US$)Period
    
    High
    
    Low
    
    High
    
    LowYear EndedJune 2006
    
    
    6.00
    
    
    
    2.14
    
    
    
    22.08
    
    
    
    8.03June 2007
    
    
    3.80
    
    
    
    1.81
    
    
    
    13.25
    
    
    
    8.14June 2008
    
    
    2.14
    
    
    
    0.83
    
    
    
    10.13
    
    
    
    3.89June 2009
    
    
    1.70
    
    
    
    0.37
    
    
    
    7.45
    
    
    
    1.23June 2010
    
    
    0.89
    
    
    
    0.17
    
    
    
    5.24
    
    
    
    0.57Quarter EndedDecember 2008
    
    
    1.15
    
    
    
    0.66
    
    
    
    5.07
    
    
    
    1.86March 2009
    
    
    1.01
    
    
    
    0.37
    
    
    
    3.27
    
    
    
    1.23June 2009
    
    
    1.26
    
    
    
    0.44
    
    
    
    7.00
    
    
    
    1.38September 2009
    
    
    0.89
    
    
    
    0.52
    
    
    
    5.24
    
    
    
    2.02December 2009
    
    
    0.72
    
    
    
    0.47
    
    
    
    3.21
    
    
    
    2.07March 2010
    
    
    0.71
    
    
    
    0.41
    
    
    
    3.00
    
    
    
    1.90June 2010
    
    
    0.45
    
    
    
    0.17
    
    
    
    2.30
    
    
    
    0.57September 2010
    
    
    0.17
    
    
    
    0.12
    
    
    
    0.70
    
    
    
    0.41Month EndedJune 2010
    
    
    0.38
    
    
    
    0.17
    
    
    
    1.67
    
    
    
    0.57July 2010
    
    
    0.17
    
    
    
    0.13
    
    
    
    0.66
    
    
    
    0.50August 2010
    
    
    0.17
    
    
    
    0.12
    
    
    
    0.70
    
    
    
    0.43September 2010
    
    
    0.14
    
    
    
    0.12
    
    
    
    0.60
    
    
    
    0.41October 2010
    
    
    0.14
    
    
    
    0.12
    
    
    
    0.58
    
    
    
    0.50November 2010
    
    
    0.15
    
    
    
    0.11
    
    
    
    0.56
    
    
    
    0.41
 69




---



##### 



Item 10. Additional Information
 Constitution
  Material Contracts
   Exchange Controls
    70




---



##### 



Taxation
   71




---



##### 



Distributions
     Dispositions
  72




---



##### 



73




---



##### 



Estate and Gift Tax
  Documents on Display
  74




---



##### 



Item 11. Quantitative and Qualitative Disclosures about Market Risk.
 Interest Rate Risk
       Foreign Currency Risk
    75




---



##### 



Item 12. Description of Securities Other than Equity Securities
 American Depository Shares
  Persons depositing or withdrawing shares must pay:
    
    For:$5.00 (or less) per 100 ADSs (or
portion of 100 ADSs)
    
    
    
    Issuance of ADSs,
including issuances resulting from
a distribution of shares or rights
or other property
    
    Cancellation of ADSs for
the purpose of withdrawal,
including if the deposit agreement
terminates$.02 (or less) per ADS
    
    
    
    Any cash distribution to
ADS registered holdersA fee equivalent to the fee that
would be payable if securities
distributed to you had been shares
and the shares had been deposited for
issuance of ADSs
    
    
    
    Distribution of securities
distributed to holders of
deposited securities which are
distributed by the depositary to
ADS registered holders$.02 (or less) per ADSs per calendar
year
    
    
    
    Depositary servicesRegistration or transfer fees
    
    
    
    Transfer and registration
of shares on our share register to
or from the name of the depositary
or its agent when you deposit or
withdraw shares
 76




---



##### 



Persons depositing or withdrawing shares must pay:
    
    For:Expenses of the depositary
    
    
    
    Cable, telex and facsimile
transmissions (when expressly
provided in the deposit agreement)
    
    Converting foreign currency
to U.S. dollarsTaxes and other governmental charges
the depositary or the custodian have
to pay on any ADS or share
underlying an ADS, for example,
stock transfer taxes, stamp duty or
withholding taxes
    
    
    
    As necessaryAny charges incurred by the
depositary or its agents for
servicing the deposited securities
    
    
    
    As necessary
  77




---



##### 



PART II
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  Item 14. Material Modifications to the Rights of Security Holders and the Use of Proceeds
  Item 15. Controls and Procedures
 (a) Disclosure Controls and Procedures
  (b) Managements Annual Report on Internal Controls Over Financial Reporting
   78




---



##### 



(c) Attestation Report
  (d) Changes in Internal Controls
  Item 16. Reserved
 Item 16A. Audit Committee Financial Expert
  Item 16B. Code of Ethics
 http://www.novogen.com
 79




---



##### 



Item 16C. Principal Accounting Fees and Services
   2010
    
    2009A$000
    
    A$000Audit fees
    
    
    333
    
    
    
    329Audit related fees
    
    
    
    
    
    
    3Tax fees
    
    
    26
    
    
    
    51Other Fees
    
    
    
    
    
    
    6Total fees
    
    
    359
    
    
    
    389
 Audit fees
  Audit Related Services
  Tax Fees
  All Other Fees
  Pre-approval Policies and Procedures
 80




---



##### 



Item 16D. Exemptions from the Listing Standards for Audit Committees.
  Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
  Item 16G. Corporate Governance
 Exemptions from Certain Corporate Governance Rules of the Nasdaq Stock Market, LLC
  
    
    Novogen is exempt from Nasdaqs quorum requirements applicable to meetings of ordinary
shareholders. In keeping with the law of Australia and generally accepted business practices
in Australia, Novogens Constitution requires a quorum of three shareholders for a
shareholders meeting.
    
    Novogen is exempt from Nasdaqs requirement that each Nasdaq issuer shall require
shareholder approval of a plan or arrangement in connection with the acquisition of the stock
or assets of another company if any director, officer or substantial shareholder of the
issuer has a 5 percent or greater interest (or such persons collectively have a 10 percent or
greater interest), directly or indirectly, in
the Company or assets to be acquired or in the consideration to be paid in the transaction
or series of related transactions and the present or potential issuance
 81




---



##### 



of common stock, or
securities convertible into or exercisable for common stock, could result in an increase in
outstanding common shares or voting power of 5 percent or more.
  82




---



##### 



PART III
 Item 17. Financial Statements
  Item 18. Financial Statements
  Item 19. Exhibits
  ExhibitNo.
    
    Exhibit Description1.1
    
    Constitution of Novogen Limited (formerly known as the
Memorandum of Association and Articles of Association). (1)2.1
    
    Deposit Agreement as further amended and restated, dated as of
September 29, 2005, among Novogen Limited, the Bank of New
York, as Depositary, and owners and holders from time to time
of ADRs issued thereunder. (2)4.1
    
    Employment Contract between the Company and Mr. C. Naughton
dated June 21, 2006. (4)4.2
    
    Lease between Hyperion Property Syndicates Limited (Lessor)
and Novogen Laboratories Pty Ltd for the Companys corporate
headquarters at 140 Wicks Road, North Ryde, New South Wales.
(*)4.3
    
    Employment Contract between the Company and Professor Alan
Husband dated March 10, 2010. (*)4.4
    
    Employment Contract between the Company and Bryan Palmer dated
March 10, 2010. (*)4.5
    
    Employment Contract between the Company and Craig Kearney
dated March 10, 2010. (*)4.6
    
    Employment Contract between the Company and David Seaton dated
March 10, 2010. (*)4.7
    
    Employment Contract between the Company and Ronald Erratt
dated March 10, 2010. (*)4.8
    
    Employment Contract between the Company and Warren Lancaster dated March 10, 2010. (*)
 83




---



##### 



ExhibitNo.
    
    Exhibit Description4.9
    
    Employment Contract between the Company and Mark Hinze dated
September 23, 2010. (*)4.10
    
    Patent License Agreement, dated as of November 13, 1997, by
and among Novogen Limited, Novogen Research Pty Limited,
Novogen Inc. and Protein Technologies International Inc.** (6)4.11
    
    Amendment to the Patent License Agreement, dated as of June
21, 2004 by and among Novogen Limited, Novogen Research Pty
Limited, Novogen Inc. and Solae LLC (formerly known as Protein
Technologies International Inc.)** (7)8.1
    
    Company Subsidiaries. (*)12.1
    
    Certification of the Chairman and Acting Principal Executive
Officer pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended. (*)12.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a
 14(a) of the Securities Exchange Act of 1934, as amended.
(*)13.1
    
    Certification by the Chairman and Acting Principal Executive
Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as added by Section 906 of the Sarbanes  Oxley
Act of 2002. (*)
 
 *
    
    Filed herewith.**
    
    Portions of these documents have been omitted pursuant to a
request for confidential treatment. Such omitted portions have been filed
separately with the SEC.(1)
    
    Incorporated by reference to the Registration Statement on
Form 20-F filed with the Securities and Exchange Commission on December 24,
1998 (File No. 0-29962)(2)
    
    Incorporated by reference to the Registration Statement on
Form F-6 filed with the Securities and Exchange Commission on September 29,
2005 (File No. 333-128681)(3)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on November 27, 2000 (File
No. 0-29962)(4)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on November 29, 2006 (File
No. 0-29962) 84




---



##### 



(5)
    
    Incorporated by reference to the Annual Report on Form 20-F
filed with the Securities and Exchange Commission on December 14, 2007 (File
No. 0-29962)(6)
    
    Incorporated by reference to the Annual Report on Form 20-F/A
filed with the Securities and Exchange Commission on March 20, 2009 (File No.
0-29962).(7)
    
    Incorporated by reference to the Annual Report on Form 20-F/A
filed with the Securities and Exchange Commission on May 5, 2009 (File No.
0-29962). 85




---



##### 



Report of Independent Registered Public Accounting Firm
      ,
 Internal Control  Integrated Framework
 BDO Audit (NSW-VIC) Pty Ltd
   86




---



##### 



Report of Independent Registered Public Accounting Firm
   Internal Control  Integrated Framework
     .
 87




---



##### 



BDO Audit (NSW-VIC) Pty Ltd
   88




---



##### 



Directors Declaration
  1.
    
    The financial statements, comprising the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flows, Statement of Changes in Equity, accompanying
notes, are in accordance with the Corporations Act 2001 and:
 (a)
    
    comply with Accounting Standards and the Corporations Regulations 2001; and(b)
    
    give a true and fair view of the consolidated entitys financial position as at 30
June, 2010 and of the performance for the year ended on that date.
 2.
    
    The Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.3.
    
    In the Directors opinion, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable.4.
    
    The Directors have been given the declaration by Chief Financial Officer required by section
295A.
   William RueckertNon-executive ChairmanSydney, December 9, 2010 89




---



##### 



STATEMENT OF COMPREHENSIVE INCOME  for the year ended 30 June, 2010
 Consolidated2010
    
    2009
    
    2008
    
    2010Notes
    
    A$000
    
    A$000
    
    A$000
    
    US$000Continuing OperationsRevenue
    
    
    2
    
    
    
    9,908
    
    
    
    11,147
    
    
    
    13,283
    
    
    
    8,402Cost of sales
    
    
    
    
    
    
    (2,216
    )
    
    
    (2,523
    )
    
    
    (4,090
    )
    
    
    (1,879
    )Gross profit
    
    
    
    
    
    
    7,692
    
    
    
    8,624
    
    
    
    9,193
    
    
    
    6,523Other income
    
    
    2
    
    
    
    7
    
    
    
    
    
    
    
    1,623
    
    
    
    6Research & development expenses
    
    
    
    
    
    
    (8,093
    )
    
    
    (18,788
    )
    
    
    (18,811
    )
    
    
    (6,863
    )Selling & promotional expenses
    
    
    
    
    
    
    (4,196
    )
    
    
    (6,572
    )
    
    
    (6,134
    )
    
    
    (3,558
    )Shipping and handling expenses
    
    
    
    
    
    
    (236
    )
    
    
    (341
    )
    
    
    (300
    )
    
    
    (200
    )General and administrative expenses
    
    
    
    
    
    
    (10,395
    )
    
    
    (6,671
    )
    
    
    (9,792
    )
    
    
    (8,815
    )Other expenses
    
    
    
    
    
    
    
    
    
    
    (27
    )
    
    
    (528
    )
    
    
    Finance costs
    
    
    
    
    
    
    (15
    )
    
    
    (11
    )
    
    
    (24
    )
    
    
    (13
    )Loss before income tax
    
    
    2
    
    
    
    (15,236
    )
    
    
    (23,786
    )
    
    
    (24,773
    )
    
    
    (12,920
    )Income tax expense
    
    
    3
    
    
    
    (10
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (8
    )Loss after tax from continuing operations
    
    
    
    
    
    
    (15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Loss for the period
    
    
    
    
    
    
    (15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Other comprehensive incomeNet exchange difference on translation of
financial statements of foreign controlled
entities
    
    
    
    
    
    
    (1,079
    )
    
    
    6,163
    
    
    
    (3,775
    )
    
    
    (915
    )Other comprehensive income
    
    
    
    
    
    
    (1,079
    )
    
    
    6,163
    
    
    
    (3,775
    )
    
    
    (915
    )Total comprehensive income
    
    
    
    
    
    
    (16,325
    )
    
    
    (17,624
    )
    
    
    (28,552
    )
    
    
    (13,843
    )Loss attributable to:Non-controlling interest
    
    
    
    
    
    
    (2,901
    )
    
    
    (4,859
    )
    
    
    (4,513
    )
    
    
    (2,460
    )Novogen Limited
    
    
    12
    (c)
    
    
    (12,345
    )
    
    
    (18,928
    )
    
    
    (20,264
    )
    
    
    (10,468
    )(15,246
    )
    
    
    (23,787
    )
    
    
    (24,777
    )
    
    
    (12,928
    )Total comprehensive income attributable to:Non-controlling interest
    
    
    
    
    
    
    (3,212
    )
    
    
    (3,121
    )
    
    
    (5,559
    )
    
    
    (2,724
    )Novogen Limited
    
    
    
    
    
    
    (13,113
    )
    
    
    (14,503
    )
    
    
    (22,993
    )
    
    
    (11,119
    )(16,325
    )
    
    
    (17,624
    )
    
    
    (28,552
    )
    
    
    (13,843
    )Basic and diluted earnings/(loss) per share (cents)
    
    
    4
    
    
    
    (12.1
    )
    
    
    (18.6
    )
    
    
    (20.8
    )
    
    
    (10.3
    )
 The above Statement of Comprehensive income should be read in conjunction with the accompanying notes.
 90




---



##### 



STATEMENT OF FINANCIAL POSITION  as at 30 June, 2010
 Consolidated2010
    
    2009
    
    2010Notes
    
    A$000
    
    A$000
    
    US$000CURRENT ASSETSCash and cash equivalents
    
    
    5
    
    
    
    15,131
    
    
    
    33,338
    
    
    
    12,831Trade and other receivables
    
    
    6
    
    
    
    1,984
    
    
    
    2,252
    
    
    
    1,682Inventories
    
    
    7
    
    
    
    1,561
    
    
    
    1,334
    
    
    
    1,324Other current assets
    
    
    8
    
    
    
    442
    
    
    
    565
    
    
    
    375Total current assets
    
    
    
    
    
    
    19,118
    
    
    
    37,489
    
    
    
    16,212NON-CURRENT ASSETSProperty, plant and equipment
    
    
    9
    
    
    
    172
    
    
    
    353
    
    
    
    146Total non-current assets
    
    
    
    
    
    
    172
    
    
    
    353
    
    
    
    146TOTAL ASSETS
    
    
    
    
    
    
    19,290
    
    
    
    37,842
    
    
    
    16,358CURRENT LIABILITIESTrade and other payables
    
    
    10
    
    
    
    5,365
    
    
    
    8,059
    
    
    
    4,550Provisions
    
    
    11
    
    
    
    597
    
    
    
    774
    
    
    
    506Total current liabilities
    
    
    
    
    
    
    5,962
    
    
    
    8,833
    
    
    
    5,056NON-CURRENT LIABILITIESProvisions
    
    
    11
    
    
    
    152
    
    
    
    236
    
    
    
    129Total non-current liabilities
    
    
    
    
    
    
    152
    
    
    
    236
    
    
    
    129TOTAL LIABILITIES
    
    
    
    
    
    
    6,114
    
    
    
    9,069
    
    
    
    5,185NET ASSETS
    
    
    
    
    
    
    13,176
    
    
    
    28,773
    
    
    
    11,173EQUITYContributed equity
    
    
    12
    (a)
    
    
    206,419
    
    
    
    206,419
    
    
    
    175,043Reserves
    
    
    12
    (b)
    
    
    (3,778
    )
    
    
    (3,010
    )
    
    
    (3,204
    )Accumulated losses
    
    
    12
    (c)
    
    
    (191,452
    )
    
    
    (179,730
    )
    
    
    (162,351
    )Capital and reserves attributable to owners of Novogen Limited
    
    
    
    
    
    
    11,189
    
    
    
    23,679
    
    
    
    9,488Non-controlling interest
    
    
    12
    (d)
    
    
    1,987
    
    
    
    5,094
    
    
    
    1,685TOTAL EQUITY
    
    
    
    
    
    
    13,176
    
    
    
    28,773
    
    
    
    11,173
 The above Statement of Financial Position should be read in conjunction with the accompanying
notes.
 91




---



##### 



STATEMENT OF CHANGES IN EQUITY  for the year ended 30 June, 2010
 Non-Contributed
    
    Accumulated
    
    
    
    
    
    
    
    
    
    controllingequity
    
    losses
    
    Reserves
    
    Total
    
    interest
    
    Total equity
    
    Total equityConsolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    US$000At 1 July, 2007
    
    
    191,876
    
    
    
    (146,147
    )
    
    
    (5,155
    )
    
    
    40,574
    
    
    
    4,052
    
    
    
    44,626
    
    
    
    37,842Loss for the period
    
    
    
    
    
    
    (20,264
    )
    
    
    
    
    
    
    (20,264
    )
    
    
    (4,513
    )
    
    
    (24,777
    )
    
    
    (21,011
    )Exchange differences on translation of
foreign operations
    
    
    
    
    
    
    
    
    
    
    (2,729
    )
    
    
    (2,729
    )
    
    
    (1,046
    )
    
    
    (3,775
    )
    
    
    (3,201
    )Total comprehensive income
    
    
    
    
    
    
    (20,264
    )
    
    
    (2,729
    )
    
    
    (22,993
    )
    
    
    (5,559
    )
    
    
    (28,552
    )
    
    
    (24,212
    )Issue of share capital by subsidiary
    
    
    18,429
    
    
    
    
    
    
    
    
    
    
    
    18,429
    
    
    
    
    
    
    
    18,429
    
    
    
    15,628less non-controlling interest
    
    
    (5,334
    )
    
    
    
    
    
    
    
    
    
    
    (5,334
    )
    
    
    5,334
    
    
    
    
    
    
    
    Share-based payments
    
    
    
    
    
    
    850
    
    
    
    
    
    
    
    850
    
    
    
    284
    
    
    
    1,134
    
    
    
    962Share of opening equity transferred to
minority interest due to issuance of
shares by subsidiary
    
    
    (4,539
    )
    
    
    3,310
    
    
    
    393
    
    
    
    (836
    )
    
    
    836
    
    
    
    
    
    
    
    Total transactions with owners in their
capacity as owners
    
    
    8,556
    
    
    
    4,160
    
    
    
    393
    
    
    
    13,109
    
    
    
    6,454
    
    
    
    19,563
    
    
    
    16,590At 30 June, 2008
    
    
    200,432
    
    
    
    (162,251
    )
    
    
    (7,491
    )
    
    
    30,690
    
    
    
    4,947
    
    
    
    35,637
    
    
    
    30,220At 1 July, 2008
    
    
    200,432
    
    
    
    (162,251
    )
    
    
    (7,491
    )
    
    
    30,690
    
    
    
    4,947
    
    
    
    35,637
    
    
    
    30,220Loss for the period
    
    
    
    
    
    
    (18,928
    )
    
    
    
    
    
    
    (18,928
    )
    
    
    (4,859
    )
    
    
    (23,787
    )
    
    
    (20,171
    )Exchange differences on translation of
foreign operations
    
    
    
    
    
    
    
    
    
    
    4,425
    
    
    
    4,425
    
    
    
    1,738
    
    
    
    6,163
    
    
    
    5,226Total comprehensive income
    
    
    
    
    
    
    (18,928
    )
    
    
    4,425
    
    
    
    (14,503
    )
    
    
    (3,121
    )
    
    
    (17,624
    )
    
    
    (14,945
    )Issue of share capital (4,531,633 shares)
    
    
    5,527
    
    
    
    
    
    
    
    
    
    
    
    5,527
    
    
    
    
    
    
    
    5,527
    
    
    
    4,687Issue of share capital by subsidiary
    
    
    4,033
    
    
    
    
    
    
    
    
    
    
    
    4,033
    
    
    
    
    
    
    
    4,033
    
    
    
    3,420less non-controlling interest
    
    
    (3,047
    )
    
    
    
    
    
    
    
    
    
    
    (3,047
    )
    
    
    3,047
    
    
    
    
    
    
    
    Share-based payments
    
    
    
    
    
    
    1,060
    
    
    
    
    
    
    
    1,060
    
    
    
    140
    
    
    
    1,200
    
    
    
    1,018Share of opening equity transferred to
non-controlling interest due to issuance
of shares by subsidiary
    
    
    (526
    )
    
    
    389
    
    
    
    56
    
    
    
    (81
    )
    
    
    81
    
    
    
    
    
    
    
    Total transactions with owners in their
capacity as owners
    
    
    5,987
    
    
    
    1,449
    
    
    
    56
    
    
    
    7,492
    
    
    
    3,268
    
    
    
    10,760
    
    
    
    9,125At 30 June, 2009
    
    
    206,419
    
    
    
    (179,730
    )
    
    
    (3,010
    )
    
    
    23,679
    
    
    
    5,094
    
    
    
    28,773
    
    
    
    24,400At 1 July, 2009
    
    
    206,419
    
    
    
    (179,730
    )
    
    
    (3,010
    )
    
    
    23,679
    
    
    
    5,094
    
    
    
    28,773
    
    
    
    24,400Loss for the period
    
    
    
    
    
    
    (12,345
    )
    
    
    
    
    
    
    (12,345
    )
    
    
    (2,901
    )
    
    
    (15,246
    )
    
    
    (12,928
    )Exchange differences on translation of
foreign operations
    
    
    
    
    
    
    
    
    
    
    (768
    )
    
    
    (768
    )
    
    
    (311
    )
    
    
    (1,079
    )
    
    
    (916
    )Total comprehensive income
    
    
    
    
    
    
    (12,345
    )
    
    
    (768
    )
    
    
    (13,113
    )
    
    
    (3,212
    )
    
    
    (16,325
    )
    
    
    (13,844
    )Share-based payments
    
    
    
    
    
    
    623
    
    
    
    
    
    
    
    623
    
    
    
    105
    
    
    
    728
    
    
    
    617Total transactions with owners in their
capacity as owners
    
    
    
    
    
    
    623
    
    
    
    
    
    
    
    623
    
    
    
    105
    
    
    
    728
    
    
    
    617At 30 June, 2010
    
    
    206,419
    
    
    
    (191,452
    )
    
    
    (3,778
    )
    
    
    11,189
    
    
    
    1,987
    
    
    
    13,176
    
    
    
    11,173
 The above Statements of Changes in Equity should be read in conjunction with the accompanying
notes.
 92




---



##### 



STATEMENT OF CASH FLOWS  for the year ended 30 June, 2010
 Consolidated2010
    
    2009
    
    2008
    
    2010Notes
    
    A$000
    
    A$000
    
    A$000
    
    US$000Cash flows from operating activitiesNet loss before tax
    
    
    
    
    
    
    (15,236
    )
    
    
    (23,786
    )
    
    
    (24,773
    )
    
    
    (12,920
    )Income tax paid
    
    
    
    
    
    
    (10
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (8
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortisation
    
    
    
    
    
    
    198
    
    
    
    282
    
    
    
    353
    
    
    
    168Net (gain)/loss on disposal of property, plant and equipment
    
    
    
    
    
    
    (7
    )
    
    
    29
    
    
    
    (1,623
    )
    
    
    (6
    )Share-based payments
    
    
    
    
    
    
    728
    
    
    
    1,200
    
    
    
    602
    
    
    
    617Changes in operating assets and liabilities:(increase)/decrease in trade receivables
    
    
    
    
    
    
    252
    
    
    
    527
    
    
    
    300
    
    
    
    214(increase)/decrease in other receivables
    
    
    
    
    
    
    16
    
    
    
    190
    
    
    
    1,007
    
    
    
    14(increase)/decrease in inventories
    
    
    
    
    
    
    (227
    )
    
    
    595
    
    
    
    1,970
    
    
    
    (192
    )(increase)/decrease in prepayments
    
    
    
    
    
    
    123
    
    
    
    (23
    )
    
    
    88
    
    
    
    104increase/(decrease) in trade and other payables
    
    
    
    
    
    
    (2,694
    )
    
    
    1,388
    
    
    
    751
    
    
    
    (2,285
    )increase/(decrease) in provisions
    
    
    
    
    
    
    (261
    )
    
    
    (83
    )
    
    
    282
    
    
    
    (221
    )exchange rate change on opening cash
    
    
    
    
    
    
    512
    
    
    
    (920
    )
    
    
    937
    
    
    
    434Net cash flows used in operating activities
    
    
    
    
    
    
    (16,606
    )
    
    
    (20,602
    )
    
    
    (20,110
    )
    
    
    (14,081
    )Cash flows from investing activitiesAcquisition of property, plant and equipment
    
    
    
    
    
    
    (22
    )
    
    
    (94
    )
    
    
    (95
    )
    
    
    (19
    )Proceeds from sale of plant and equipment
    
    
    
    
    
    
    12
    
    
    
    5
    
    
    
    3,831
    
    
    
    10Net cash flows from/(used in) investing activities
    
    
    
    
    
    
    (10
    )
    
    
    (89
    )
    
    
    3,736
    
    
    
    (9
    )Financing ActivitiesProceeds from the issue of ordinary shares
    
    
    
    
    
    
    
    
    
    
    5,527
    
    
    
    
    
    
    
    Proceeds from the issue of shares by subsidiary
    
    
    
    
    
    
    
    
    
    
    4,033
    
    
    
    18,961
    
    
    
    Withdrawal of/(investment in) short-term deposits
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    (2,000
    )
    
    
    Net cash flows from/(used in) financing activities
    
    
    
    
    
    
    
    
    
    
    11,560
    
    
    
    16,961
    
    
    
    Net (decrease)/increase in cash and cash equivalents
    
    
    
    
    
    
    (16,616
    )
    
    
    (9,131
    )
    
    
    587
    
    
    
    (14,090
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    32,338
    
    
    
    34,386
    
    
    
    38,511
    
    
    
    27,422Effect of exchange rates on cash holdings in foreign currencies
    
    
    
    
    
    
    (1,591
    )
    
    
    7,083
    
    
    
    (4,712
    )
    
    
    (1,349
    )Cash and cash equivalents at end of period
    
    
    5
    
    
    
    14,131
    
    
    
    32,338
    
    
    
    34,386
    
    
    
    11,983
 The above Statements of Cash Flows should be read in conjunction with the accompanying notes.
 93




---



##### 



NOTES TO THE FINANCIAL STATEMENTS
  Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of preparation
   Statement of compliance
  Basis of consolidation
      94




---



##### 



Significant accounting judgements, estimates and assumptions
 (i) Significant accounting judgements
  Research and development expenses
      (ii) Significant accounting estimates and assumptions
  Share-based payment transactions
  Impairments
  95




---



##### 



Clinical Trial Expenses
  Revenue recognition
  Sale of goods
   Interest
  Dividends
  Government grants
  Royalties
  Litigation Settlement
  96




---



##### 



Borrowing costs
  Leases
      Cash and cash equivalents
   Trade and other receivables
  97




---



##### 



Inventories
    Foreign currency translation
 Functional currency
  Translation of foreign currency transactions
   Translation of financial reports of overseas operations
   98




---



##### 



Taxes
 Income tax
       Other taxes
  
    
    when the GST incurred on a purchase of goods or services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
    
    receivables and payables, which are stated with the amounts of GST included.
   99




---



##### 



Property, plant and equipment
 Cost and valuation
  Depreciation
  Major depreciation periods are:Plant and equipment
    
    2.5-10 yearsLeasehold improvements
    
    the lease term
 Impairment of assets
    Derecognition and disposal
   Research and development
  100




---



##### 



Trade and other payables
  Interest bearing loans and borrowings
   Provisions
  Employee benefits
 Wages, salaries, annual leave
  Long service leave
  Defined contribution plan
  101




---



##### 



Share-based payment transactions
     Termination benefits
  Contributed equity
  Subsidiary equity issues
  Earnings per share (EPS)
   102




---



##### 



Deferred offering costs
  Financial instruments
 Recognition
  Loans and receivables
  Financial liabilities
  New accounting standards and interpretations
  Amendments to Australian Accounting Standards arising from the Annual
Improvements Process 
 Non-current Assets Held for Sale and
Discontinued Operations, Presentation of Financial Statements Statement of Cash
Flows Leases.
 Non-current Assets Held for Sale,
 103




---



##### 



Presentation of Financial Statements,
 Statement of Cash Flows,
 Leases,
 Amendments to Australian Accounting Standards  Group Cash-settled Share-based
Payment Transactions
  Financial Instruments
 Financial Instruments,
 Extinguishing Financial Liabilities with Equity Instruments
 Extinguishing Financial Liabilities, with
Equity Instruments
 104




---



##### 



mendments to Australian Accounting Standards arising from the Annual Improvements
Process
  Business Combinations
 Financial Instruments: Disclosures
 Presentation of Financial Statements
 105




---



##### 



Note 2 (LOSS)/PROFIT BEFORE INCOME TAX
 Consolidated2010
    
    2009
    
    2008A$000
    
    A$000
    
    A$000Revenue and expenses from continuing
operations(a) RevenueSale of goods
    
    
    7,983
    
    
    
    8,333
    
    
    
    9,4007,983
    
    
    
    8,333
    
    
    
    9,400Bank interest
    
    
    290
    
    
    
    888
    
    
    
    1,773Royalties
    
    
    1,633
    
    
    
    1,923
    
    
    
    1,749Licence fees
    
    
    
    
    
    
    
    
    
    
    224Other
    
    
    2
    
    
    
    3
    
    
    
    1371,925
    
    
    
    2,814
    
    
    
    3,883Total revenue
    
    
    9,908
    
    
    
    11,147
    
    
    
    13,283(b) Other incomeNet gains on disposal of plant and
equipment
    
    
    7
    
    
    
    
    
    
    
    1,6237
    
    
    
    
    
    
    
    1,623(c) Other expensesLoss on disposal of plant and
equipment
    
    
    
    
    
    
    29
    
    
    
    Reassessment of expected grant income
    
    
    
    
    
    
    
    
    
    
    915Inventory impairment provision
    
    
    
    
    
    
    1,087
    
    
    
    (387
    )Impairment loss  financial assetsTrade receivables
    
    
    
    
    
    
    23
    
    
    
    (29
    )Other debtors
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    1,139
    
    
    
    561(d) Depreciation included in the statement
of comprehensive incomeDepreciation :Included in cost of sales
    
    
    
    
    
    
    
    
    
    
    2Included in administrative
expenses
    
    
    198
    
    
    
    282
    
    
    
    351(e) Lease payments and other expenses
included in the income statementIncluded in administrative expenses:Minimum lease payments 
operating leases
    
    
    476
    
    
    
    775
    
    
    
    663Net foreign exchange differences
    
    
    512
    
    
    
    (920
    )
    
    
    937(f) Employee benefit expenseWages and salaries
    
    
    5,453
    
    
    
    6,884
    
    
    
    7,248Workers compensation costs
    
    
    47
    
    
    
    51
    
    
    
    61Defined contribution plan expense
    
    
    573
    
    
    
    1,139
    
    
    
    1,147Termination costs
    
    
    3,017
    
    
    
    
    
    
    
    Share-based payments expense
    
    
    728
    
    
    
    1,060
    
    
    
    5769,818
    
    
    
    9,134
    
    
    
    9,032
 106




---



##### 



Note 3 INCOME TAX
 Consolidated2010
    
    2009
    
    2008A$000
    
    A$000
    
    A$000A reconciliation between tax expense and the product of accounting
(loss)/profit before income tax multiplied by the Groups
applicable tax rate is as follows:Accounting (loss)/profit before tax from operations
    
    
    (15,236
    )
    
    
    (23,786
    )
    
    
    (24,773
    )At the Groups statutory income tax rate of 30% (2009 and 2008: 30%)
    
    
    (4,571
    )
    
    
    (7,136
    )
    
    
    (7,432
    )Foreign tax rate differentials
    
    
    (184
    )
    
    
    (727
    )
    
    
    619Non deductible expenses
    
    
    85
    
    
    
    310
    
    
    
    307Deductible balancing adjustments
    
    
    
    
    
    
    
    
    
    
    3Research and development allowance
    
    
    (604
    )
    
    
    (1,403
    )
    
    
    (1,165
    )Sub-total
    
    
    (5,274
    )
    
    
    (8,956
    )
    
    
    (7,668
    )Tax losses and timing differences not recognised
    
    
    5,284
    
    
    
    8,957
    
    
    
    7,672Tax expense
    
    
    10
    
    
    
    1
    
    
    
    4Components of income tax expense/(benefit)Current tax
    
    
    (5,274
    )
    
    
    (8,956
    )
    
    
    (7,668
    )Deferred tax
    
    
    5,284
    
    
    
    8,957
    
    
    
    7,672Income tax expense
    
    
    10
    
    
    
    1
    
    
    
    4Deferred income taxDeferred income tax at 30 June relates to the following:Deferred tax assetsDepreciation
    
    
    301
    
    
    
    340
    
    
    
    761Provisions and accruals
    
    
    166
    
    
    
    1,875
    
    
    
    1,025Exchange losses
    
    
    113
    
    
    
    121
    
    
    
    78Share based payments by USA subsidiaries
    
    
    171
    
    
    
    203
    
    
    
    Other
    
    
    51
    
    
    
    60
    
    
    
    6Losses carried forward Australia
    
    
    40,474
    
    
    
    35,177
    
    
    
    33,238 US
    
    
    16,921
    
    
    
    16,990
    
    
    
    11,876 Other countries
    
    
    1,899
    
    
    
    2,368
    
    
    
    3,653Total deferred tax assets not recognised
    
    
    60,096
    
    
    
    57,134
    
    
    
    50,637Deferred tax liabilityOther
    
    
    
    
    
    
    (76
    )
    
    
    (117
    )Total deferred tax liability not recognised
    
    
    
    
    
    
    (76
    )
    
    
    (117
    )Net deferred tax asset not recognised
    
    
    60,096
    
    
    
    57,058
    
    
    
    50,520
 107




---



##### 



Tax consolidation
   Note 4 EARNINGS PER SHARE
     Consolidated2010
    
    2009
    
    2008A$000
    
    A$000
    
    A$000Net loss attributable to owners of the parent
    
    
    (12,345
    )
    
    
    (18,928
    )
    
    
    (20,264
    )2010
    
    2009
    
    2008Thousands
    
    Thousands
    
    ThousandsWeighted average number of ordinary shares
used in calculating basic and diluted
earnings per share
    
    
    102,126
    
    
    
    101,741
    
    
    
    97,594
 108




---



##### 



Note 5 CASH AND CASH EQUIVALENTS
 Consolidated2010
    
    2009A$000
    
    A$000Cash at bank and in hand
    
    
    12,131
    
    
    
    27,848Short-term deposits
    
    
    2,000
    
    
    
    4,49014,131
    
    
    
    32,338Secured cash (Refer Note 15)
    
    
    1,000
    
    
    
    1,00015,131
    
    
    
    33,338
   109




---



##### 



Note 6 TRADE AND OTHER RECEIVABLES
 Consolidated2010
    
    2009A$000
    
    A$000CurrentTrade receivables
    
    
    1,279
    
    
    
    1,531Allowance for doubtful debts
    
    
    (36
    )
    
    
    (36
    )1,243
    
    
    
    1,495Deposits held
    
    
    386
    
    
    
    454Other debtors
    
    
    355
    
    
    
    3031,984
    
    
    
    2,252
 Provision for doubtful debts
    Consolidated2010
    
    2009A$000
    
    A$000Balance at 1 July
    
    
    (36
    )
    
    
    (20
    )Change in allowance for the year
    
    
    3
    
    
    
    (23
    )Amounts (recovered)/written off during the year
    
    
    (3
    )
    
    
    7Balance at 30 June
    
    
    (36
    )
    
    
    (36
    )
 Past due but not considered doubtful
  110




---



##### 



Consolidated2010
    
    2009A$000
    
    A$0001 - 30 days overdue
    
    
    363
    
    
    
    25031 - 60 days overdue
    
    
    33
    
    
    
    1561 - 90 days overdue
    
    
    
    
    
    
    391 + days overdue
    
    
    12
    
    
    
    12408
    
    
    
    280
  Other receivables
   Consolidated2010
    
    2009A$000
    
    A$0001 - 30 days overdue
    
    
    62
    
    
    
    31 - 60 days overdue
    
    
    35
    
    
    
    61 - 90 days overdue
    
    
    
    
    
    
    91 + days overdue
    
    
    14
    
    
    
    111
    
    
    
    
  Fair value and credit risk
   Foreign exchange and interest rate risk
  111




---



##### 



Note 7 INVENTORIES
 Consolidated2010
    
    2009A$000
    
    A$000CurrentWork in progress (at cost)
    
    
    888
    
    
    
    573Finished goods (at cost)
    
    
    673
    
    
    
    7611,561
    
    
    
    1,334
 Note 8 OTHER CURRENT ASSETS
 Consolidated2010
    
    2009A$000
    
    A$000Prepayments
    
    
    442
    
    
    
    565
 112




---



##### 



Note 9 PROPERTY, PLANT AND EQUIPMENT
 Consolidated2010
    
    2009A$000
    
    A$000Plant and equipment  at cost
    
    
    2,601
    
    
    
    2,697Accumulated depreciation
    
    
    (2,443
    )
    
    
    (2,395
    )158
    
    
    
    302Leasehold improvements  at cost
    
    
    111
    
    
    
    107Accumulated depreciation
    
    
    (97
    )
    
    
    (56
    )14
    
    
    
    51Total property, plant and equipment  at cost
    
    
    2,712
    
    
    
    2,804Accumulated amortisation and depreciation
    
    
    (2,540
    )
    
    
    (2,451
    )Total property, plant and equipment
    
    
    172
    
    
    
    353
 Reconciliations
  Consolidated2010
    
    2009A$000
    
    A$000Plant and equipmentCarrying amount at beginning of financial year
    
    
    302
    
    
    
    517Additions
    
    
    18
    
    
    
    63Disposals
    
    
    (5
    )
    
    
    (21
    )Depreciation expense
    
    
    (157
    )
    
    
    (257
    )Carrying amount at end of financial year
    
    
    158
    
    
    
    302Leasehold improvementsCarrying amount at beginning of financial year
    
    
    51
    
    
    
    58Additions
    
    
    4
    
    
    
    32Disposals
    
    
    
    
    
    
    (14
    )Depreciation expense
    
    
    (41
    )
    
    
    (25
    )Carrying amount at end of financial year
    
    
    14
    
    
    
    51
 113




---



##### 



Note 10 TRADE AND OTHER PAYABLES
 Consolidated2010
    
    2009A$000
    
    A$000CurrentTrade payables
    
    
    2,529
    
    
    
    2,837Accrued trade payables
    
    
    1,935
    
    
    
    1,261Accrued clinical trial payments
    
    
    901
    
    
    
    3,9615,365
    
    
    
    8,059
  
    
    trade payables are non-interest bearing and normally settled on 30 day terms; and
    
    clinical trial payables are non-interest bearing and normally settled on 30 day terms.
 Risk exposure
  Fair value
  114




---



##### 



Note 11 PROVISIONS
 Consolidated2010
    
    2009A$000
    
    A$000Employee benefit provisionCurrent
    
    
    597
    
    
    
    774Non-current
    
    
    103
    
    
    
    190700
    
    
    
    964
 Consolidated2010
    
    2009A$000
    
    A$000Make good provisionOpening balance at beginning of the year
    
    
    46
    
    
    
    46Additional provision made in the period
    
    
    3
    
    
    
    Closing balance at the end of the year
    
    
    49
    
    
    
    46Current
    
    
    
    
    
    
    Non-current
    
    
    49
    
    
    
    4649
    
    
    
    46
  Note 12 CONTRIBUTED EQUITY AND RESERVES
 (a) Issued and paid up capital
 Consolidated2010
    
    2009A$000
    
    A$000Fully Paid Ordinary SharesNovogen Limited102,125,894 (2009: 102,125,894) ordinary shares
    
    
    133,100
    
    
    
    133,100133,100
    
    
    
    133,100OtherGain arising on issue of shares by subsidiaries to outside shareholders:Marshall Edwards, Inc.
    
    
    65,855
    
    
    
    65,855Glycotex, Inc.
    
    
    7,464
    
    
    
    7,46473,319
    
    
    
    73,319Contributed Equity
    
    
    206,419
    
    
    
    206,419
  115




---



##### 



IssueNumber of
    
    priceshares
    
    $
    
    A$000On issue 1 July, 2008
    
    
    97,594,261
    
    
    
    
    
    
    
    127,573New Share Issue
    
    
    4,531,633
    
    
    
    1.22
    
    
    
    5,527Total shares issued during the period
    
    
    4,531,633
    
    
    
    
    
    
    
    5,527On issue 30 June, 2009
    
    
    102,125,894
    
    
    
    
    
    
    
    133,100On issue 1 July, 2009
    
    
    102,125,894
    
    
    
    
    
    
    
    133,100On issue 30 June, 2010
    
    
    102,125,894
    
    
    
    
    
    
    
    133,100
 Share options
  (b) Reserves
   Consolidated2010
    
    2009A$000
    
    A$000Balance at the beginning of the year
    
    
    (3,010
    )
    
    
    (7,491
    )Share of opening reserve transferred to minority
interest due to issuance of shares by subsidiary
    
    
    
    
    
    
    56Exchange differences on translation of foreign
operations
    
    
    (768
    )
    
    
    4,425Balance at the end of the year
    
    
    (3,778
    )
    
    
    (3,010
    )
 116




---



##### 



(c) Accumulated losses
  Consolidated2010
    
    2009A$000
    
    A$000Balance at the beginning of the year
    
    
    (179,730
    )
    
    
    (162,251
    )Adjustment to opening retained earnings
attributed to minority interest holders
    
    
    
    
    
    
    389Equity attributable to share based payments
    
    
    623
    
    
    
    1,060Current year (loss)/profit
    
    
    (12,345
    )
    
    
    (18,928
    )Balance at the end of the year
    
    
    (191,452
    )
    
    
    (179,730
    )
 (d) Non-controlling interests
  Consolidated2010
    
    2009A$000
    
    A$000Ordinary shares
    
    
    31,141
    
    
    
    31,141Foreign currency translation reserve
    
    
    (1,504
    )
    
    
    (1,193
    )Accumulated losses
    
    
    (27,650
    )
    
    
    (24,854
    )1,987
    
    
    
    5,094
 117




---



##### 



Note 13 SHARE BASED PAYMENT PLANS
 Employee Share Option Plan
     Consultant options
   118




---



##### 



2010
    
    2009No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year
    
    
    4,071,412
    
    
    $
    1.26
    
    
    
    2,327,976
    
    
    $
    2.28Granted
    
    
    
    
    
    
    N/A
    
    
    
    2,441,712
    
    
    $
    0.60Forfeited
    
    
    (1,550,364
    )
    
    $
    1.15
    
    
    
    (586,996
    )
    
    $
    1.53Exercised
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AExpired
    
    
    (150,708
    )
    
    $
    4.90
    
    
    
    (111,280
    )
    
    $
    6.76Outstanding at the end of the year
    
    
    2,370,340
    
    
    $
    1.11
    
    
    
    4,071,412
    
    
    $
    1.26Exercisable at the end of the year
    
    
    1,018,552
    
    
    $
    1.57
    
    
    
    886,110
    
    
    $
    2.63
  Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice
    
    Date
    
    30 June, 2010
    
    30 June, 2009$
    4.90
    
    
    16/03/10
    
    
    
    
    
    
    160,340$
    3.64
    
    
    21/04/11
    
    
    164,416
    
    
    
    228,964$
    2.41
    
    
    30/03/12
    
    
    214,868
    
    
    
    346,172$
    2.41
    
    
    26/10/12
    
    
    50,472
    
    
    
    141,668$
    1.06
    
    
    1/03/13
    
    
    553,012
    
    
    
    894,916$
    1.06
    
    
    1/03/13
    
    
    126,928
    
    
    
    345,592$
    0.53
    
    
    6/03/14
    
    
    1,260,644
    
    
    
    1,953,7602,370,340
    
    
    
    4,071,412
  2010
    
    2009No.
    
    WAEP
    
    No.
    
    WAEPOutstanding at the beginning of the year
    
    
    142,004
    
    
    $
    1.81
    
    
    
    103,020
    
    
    $
    2.69Granted
    
    
    
    
    
    
    N/A
    
    
    
    45,644
    
    
    $
    0.53Forfeited
    
    
    (132,820
    )
    
    $
    1.59
    
    
    
    
    
    
    
    N/AExpired
    
    
    (9,184
    )
    
    $
    4.90
    
    
    
    (6,660
    )
    
    $
    6.76Outstanding at the end of the year
    
    
    
    
    
    
    N/A
    
    
    
    142,004
    
    
    $
    1.81Exercisable at the end of the year
    
    
    
    
    
    
    N/A
    
    
    
    49,063
    
    
    $
    3.02
 119




---



##### 



Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice
    
    Date
    
    30 June, 2010
    
    30 June, 2009$
    4.90
    
    
    
    16/03/10
    
    
    
    
    
    
    
    9,184$
    3.64
    
    
    
    16/04/11
    
    
    
    
    
    
    
    20,624$
    2.41
    
    
    
    30/03/12
    
    
    
    
    
    
    
    31,092$
    1.06
    
    
    
    1/03/13
    
    
    
    
    
    
    
    35,460$
    0.53
    
    
    
    6/03/14
    
    
    
    
    
    
    
    45,644
    
    
    
    142,004
     6 March,
    
    31 October,2009
    
    2008Exercise price
    
    
    0.5256
    
    
    
    1.06Share price at grant date
    
    
    0.51
    
    
    
    0.95Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    73
    %
    
    
    66
    %Historical volatility
    
    
    73
    %
    
    
    66
    %Risk-free interest rate
    
    
    3.61
    %
    
    
    4.76
    %Expected life of option
    
    5 years
    
    
    4.3 yearsOption fair value
    
    
    0.31
    
    
    
    0.51
  120




---



##### 



Marshall Edwards, Inc.
 Share based payment plans
    Other share based payments.
   121




---



##### 



2010
    
    
    2009No.
    
    
    WAEP
    
    
    No.
    
    
    WAEPOutstanding at the beginning of the year
    
    
    9,608
    
    
    US$
    13.69
    
    
    
    
    
    
    
    N/AGranted
    
    
    293,853
    
    
    US$
    2.97
    
    
    
    9,608
    
    
    US$
    13.69Forfeited
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AExpired
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AOutstanding at the end of the year
    
    
    303,461
    
    
    US$
    3.31
    
    
    
    9,608
    
    
    US$
    13.69Exercisable at the end of the year
    
    
    9,608
    
    
    US$
    13.69
    
    
    
    9,608
    
    
    US$
    13.69
  Exercise
    
    Expiry
    
    No. outstanding
    
    No. outstandingPrice
    
    Date
    
    30 June, 2010
    
    30 June, 2009US$
    21.70
    
    
    
    30/07/13
    
    
    
    4,608
    
    
    
    4,608US$
    6.30
    
    
    
    28/01/14
    
    
    
    5,000
    
    
    
    5,000US$
    5.05
    
    
    
    23/04/15
    
    
    
    110,195
    
    
    
    US$
    1.86
    
    
    
    7/06/15
    
    
    
    110,195
    
    
    
    US$
    1.52
    
    
    
    18/06/15
    
    
    
    73,463
    
    
    
    303,461
    
    
    
    9,608
  122




---



##### 



18 June,
    
    7 June,
    
    23 April,
    
    28 January,
    
    30 July,2010
    
    2010
    
    2010
    
    2009
    
    2008Exercise price
    
    US$
    1.52
    
    
    US$
    1.86
    
    
    US$
    5.05
    
    
    US$
    6.30
    
    
    US$
    21.70Share price at grant date
    
    US$
    1.52
    
    
    US$
    1.86
    
    
    US$
    5.05
    
    
    US$
    6.30
    
    
    US$
    21.30Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    136
    %
    
    
    135
    %
    
    
    132
    %
    
    
    111
    %
    
    
    81
    %Historical volatility
    
    
    136
    %
    
    
    135
    %
    
    
    132
    %
    
    
    111
    %
    
    
    81
    %Risk-free interest rate
    
    
    2.04
    %
    
    
    1.95
    %
    
    
    2.61
    %
    
    
    1.70
    %
    
    
    3.36
    %Expected life of warrant/option
    
    5 years
    
    
    5 years
    
    
    5 years
    
    
    5 years
    
    
    5 yearsWarrant/option fair value
    
    US$
    1.33
    
    
    US$
    1.63
    
    
    US$
    4.38
    
    
    US$
    5.00
    
    
    US$
    14.10
 Glycotex, Inc. Share based payment plans
     29 May,2009Exercise price
    
    US$
    15.13Share price at grant date
    
    US$
    15.13Dividend yield
    
    
    0
    %Expected volatility
    
    
    52
    %Historical volatility
    
    
    52
    %Risk-free interest rate
    
    
    2.34
    %Expected life of warrant
    
    5 yearsWarrant fair value
    
    US$
    7.13
 123




---



##### 



Note 14 SEGMENT INFORMATION
  Identification of reportable segments
    Drug Development
 Oncology Drug Program
 Consumer Business
 Wound Healing
   124




---



##### 



DRUG
    
    ONCOLOGY DRUGDEVELOPMENT
    
    PROGRAM
    
    CONSUMER BUSINESS
    
    WOUND HEALING
    
    TOTAL2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009A$000s
    
    A$000s
    
    A$000s
    
    A$000s
    
    A$000sNet sales from external
customers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,983
    
    
    
    8,333
    
    
    
    
    
    
    
    
    
    
    
    7,983
    
    
    
    8,333Other revenue
    
    
    1,690
    
    
    
    2,192
    
    
    
    95
    
    
    
    306
    
    
    
    140
    
    
    
    308
    
    
    
    
    
    
    
    8
    
    
    
    1,925
    
    
    
    2,814Total revenue
    
    
    1,690
    
    
    
    2,192
    
    
    
    95
    
    
    
    306
    
    
    
    8,123
    
    
    
    8,641
    
    
    
    
    
    
    
    8
    
    
    
    9,908
    
    
    
    11,147Net (loss)/profit
    
    
    (7,427
    )
    
    
    (6,398
    )
    
    
    (7,245
    )
    
    
    (12,299
    )
    
    
    959
    
    
    
    (2,040
    )
    
    
    (1,532
    )
    
    
    (3,050
    )
    
    
    (15,246
    )
    
    
    (23,787
    )Interest revenue
    
    
    195
    
    
    
    573
    
    
    
    95
    
    
    
    306
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    8
    
    
    
    290
    
    
    
    888Interest expense
    
    
    (16
    )
    
    
    (11
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    (15
    )
    
    
    (11
    )Depreciation and amortisation
    
    
    (188
    )
    
    
    (271
    )
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    (8
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    (198
    )
    
    
    (282
    )Share based payments
    
    
    (225
    )
    
    
    (603
    )
    
    
    (73
    )
    
    
    (106
    )
    
    
    
    
    
    
    
    
    
    
    (430
    )
    
    
    (490
    )
    
    
    (728
    )
    
    
    (1,199
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    (1
    )
  Consolidated2010
    
    2009A$000
    
    A$000Segment assetsDrug development and
consumer business (combined)
    
    
    18,489
    
    
    
    22,880Oncology drug program
    
    
    10,719
    
    
    
    23,856Wound healing
    
    
    38
    
    
    
    365Total segment assets
    
    
    29,246
    
    
    
    47,101Inter-segment eliminations
    
    
    (9,956
    )
    
    
    (9,259
    )Total assets per the statement
of financial position
    
    
    19,290
    
    
    
    37,842
 125




---



##### 



Consolidated2010
    
    2009A$000
    
    A$000Segment liabilitiesDrug
development and consumer business (combined)
    
    
    3,831
    
    
    
    3,838Oncology drug program
    
    
    2,059
    
    
    
    5,106Wound healing
    
    
    2,610
    
    
    
    1,814Total segment liabilities
    
    
    8,500
    
    
    
    10,758Intersegment eliminations
    
    
    (2,386
    )
    
    
    (1,689
    )Total liabilites per the
statement of financial position
    
    
    6,114
    
    
    
    9,069
  Consolidated2010
    
    2009A$000
    
    A$000Segment revenueAustralia
    
    
    3,529
    
    
    
    3,699North America
    
    
    1,788
    
    
    
    2,068Europe
    
    
    2,240
    
    
    
    2,200other
    
    
    426
    
    
    
    3667,983
    
    
    
    8,333
  Consolidated2010
    
    2009A$000
    
    A$000Non-current assetsAustralia
    
    
    155
    
    
    
    330North America
    
    
    17
    
    
    
    22Europe
    
    
    
    
    
    
    1172
    
    
    
    353
 126




---



##### 



Note 15 FINANCIAL INSTRUMENTS
 Capital risk management
    Financial risk management
   127




---



##### 



Market risk
 Interest rate risk
    Consolidated2010
    
    2009A$000
    
    A$000Financial assetsCash at bank and in hand
    
    
    12,131
    
    
    
    27,848Short term deposits
    
    
    2,000
    
    
    
    4,49014,131
    
    
    
    32,338Secured cash
    
    
    1,000
    
    
    
    1,000Net exposure
    
    
    15,131
    
    
    
    33,338
  Post tax profitHigher/(Lower)2010
    
    2009A$000
    
    A$000Judgements of reasonably possible
movements:Consolidated+1% (100 basis points)
    
    
    151
    
    
    
    333-1% (100 basis points)
    
    
    (151
    )
    
    
    (333
    )
 128




---



##### 



Consolidated
 Floating Interest
    
    Fixed
    
    Fixed
    
    Non-interest
    
    
    
    
    
    
    
    
    
    WeightedRate
    
    1 year or less
    
    Over 1 to 5 years
    
    bearing
    
    Total
    
    average rate of2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    interestNote
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    2010
    
    2009Financial assetsCash
    
    
    5
    
    
    
    9,489
    
    
    
    18,835
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,642
    
    
    
    9,013
    
    
    
    12,131
    
    
    
    27,848
    
    
    
    0.66
    %
    
    
    0.58
    %Deposits
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    5,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    5,490
    
    
    
    5.40
    %
    
    
    3.62
    %Trade and other receivables
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,984
    
    
    
    2,252
    
    
    
    1,984
    
    
    
    2,252
    
    
    
    N/A
    
    
    
    N/ALoans and receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    5,490
    
    
    
    
    
    
    
    
    
    
    
    1,984
    
    
    
    2,252
    
    
    
    4,984
    
    
    
    7,7429,489
    
    
    
    18,835
    
    
    
    3,000
    
    
    
    5,490
    
    
    
    
    
    
    
    
    
    
    
    4,626
    
    
    
    11,265
    
    
    
    17,115
    
    
    
    35,590Financial liabilitiesTrade and other payables
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,365
    
    
    
    8,059
    
    
    
    5,365
    
    
    
    8,059
    
    
    
    N/A
    
    
    
    N/AFinancial liabilities at
amortised cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,365
    
    
    
    8,059
    
    
    
    5,365
    
    
    
    8,059Net financial assets/(liabilities)
    
    
    
    
    
    
    9,489
    
    
    
    18,835
    
    
    
    3,000
    
    
    
    5,490
    
    
    
    
    
    
    
    
    
    
    
    (739
    )
    
    
    3,206
    
    
    
    11,750
    
    
    
    27,531
 Foreign currency risk
   129




---



##### 



Consolidated2010
    
    2009A$000
    
    A$000USD denominatedFinancial assetsCash and cash equivalents
    
    
    909
    
    
    
    467Trade and other receivables
    
    
    210
    
    
    
    2431,119
    
    
    
    710Financial liablitiesTrade and other payables
    
    
    127
    
    
    
    155Net exposure
    
    
    992
    
    
    
    555GBP denominatedFinancial assetsCash and cash equivalents
    
    
    127
    
    
    
    126Trade and other receivables
    
    
    243
    
    
    
    340370
    
    
    
    466Financial liablitiesTrade and other payables
    
    
    206
    
    
    
    337Net exposure
    
    
    164
    
    
    
    129CAD denominatedFinancial assetsCash and cash equivalents
    
    
    102
    
    
    
    150Trade and other receivables
    
    
    163
    
    
    
    121265
    
    
    
    271Financial liablitiesTrade and other payables
    
    
    208
    
    
    
    145Net exposure
    
    
    57
    
    
    
    126EURO denominatedFinancial assetsCash and cash equivalents
    
    
    
    
    
    
    12Trade and other receivables
    
    
    406
    
    
    
    491406
    
    
    
    503Financial liablitiesTrade and other payables
    
    
    108
    
    
    
    339Net exposure
    
    
    298
    
    
    
    164CHF denominatedFinancial liablitiesTrade and other payables
    
    
    615
    
    
    
    218Net exposure
    
    
    (615
    )
    
    
    (218
    )AUD denominatedFinancial assetsCash and cash equivalents
    
    
    752
    
    
    
    738Trade and other receivables
    
    
    32
    
    
    
    293784
    
    
    
    1,031Financial liablitiesTrade and other payables
    
    
    551
    
    
    
    4,085Net exposure
    
    
    233
    
    
    
    (3,054
    )
 130




---



##### 



Post tax profitHigher/(Lower)2010
    
    2009A$000
    
    A$000Judgements of reasonably possible movements:USD denominatedConsolidatedAUD/USD +10%
    
    
    (90
    )
    
    
    (50
    )AUD/USD -10%
    
    
    110
    
    
    
    62GBP denominatedConsolidatedAUD/GBP +10%
    
    
    (15
    )
    
    
    (12
    )AUD/GBP -10%
    
    
    18
    
    
    
    14CAD denominatedConsolidatedAUD/CAD +10%
    
    
    (5
    )
    
    
    (11
    )AUD/CAD -10%
    
    
    6
    
    
    
    14EURO denominatedConsolidatedAUD/EURO +10%
    
    
    (27
    )
    
    
    (15
    )AUD/EURO -10%
    
    
    33
    
    
    
    18CHF denominatedConsolidatedAUD/EURO +10%
    
    
    56
    
    
    
    20AUD/EURO -10%
    
    
    (68
    )
    
    
    (24
    )AUD denominatedConsolidatedAUD/USD +10%
    
    
    (21
    )
    
    
    278AUD/USD -10%
    
    
    26
    
    
    
    (339
    )
 Credit risk
    131




---



##### 



Consolidated2010
    
    2009A$000
    
    A$000Australia
    
    
    1,525
    
    
    
    1,724North America
    
    
    217
    
    
    
    182Europe
    
    
    242
    
    
    
    3461,984
    
    
    
    2,252
 Concentration of credit risk
      Liquidity risk
  Maturity analysis of financial liabilities based on managements expectation
  132




---



##### 



Consolidated
    
    < 6 months
    
    6-12 months
    
    1-5 Years
    
    > 5 years
    
    TotalYear ended 30 June, 2010
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Financial LiabilitiesTrade and other payables
    
    
    5,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,365Total
    
    
    5,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,365
 < 6 months
    
    6-12 months
    
    1-5 Years
    
    > 5 years
    
    TotalYear ended 30 June, 2009
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Financial LiabilitiesTrade and other payables
    
    
    8,059
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,059Total
    
    
    8,059
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,059
 Financing facilities available
  Consolidated2010
    
    2009A$000
    
    A$000Multi option facility
    
    
    1,000
    
    
    
    1,0001,000
    
    
    
    1,000Used at balance date
    
    
    526
    
    
    
    526Unused at balance date
    
    
    474
    
    
    
    4741,000
    
    
    
    1,000
  133




---



##### 



Note 16 COMMITMENTS
 Consolidated2010
    
    2009A$000
    
    A$000(a) Lease commitments *Commitments
in relation to operating leases contracted for at the reporting date
but not recognised as liabilities payable:Not later than 1 year
    
    
    343
    
    
    
    490Later than 1 year but not later than 2 years
    
    
    375
    
    
    
    84Later than 2 years but not later than 3 years
    
    
    350
    
    
    
    Later than 3 years but not later than 4 years
    
    
    245
    
    
    
    Later than 4 years but not later than 5 years
    
    
    265
    
    
    
    Greater than 5 years
    
    
    681,646
    
    
    
    574(b) Other expenditure commitmentsResearch and
development contracts for service to be rendered:Not later than 1 year
    
    
    1,450
    
    
    
    1,797Later than 1 year but not later than 2 years
    
    
    95
    
    
    
    518Later than 2 years but not later than 3 years
    
    
    
    
    
    
    3241,545
    
    
    
    2,639
 
 *
    
    Operating leases represent payments for property and equipment rental. Leases for property
include an annual review for Consumer Price Index increases.  134




---



##### 



Note 17 RELATED PARTY DISCLOSURES
 Interests in controlled entities
  Country of
    
    % Equity interest *
    
    Investment (A$000)Name of Entity
    
    Incorporation
    
    2010
    
    2009
    
    2010
    
    2009Novogen Laboratories Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    2,154
    
    
    
    2,154Novogen Research Pty Ltd ^
    
    Australia
    
    
    100
    
    
    
    100
    
    
    
    7,000
    
    
    
    7,000Novogen Inc
    
    US
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Glycotex, Inc.
    
    US
    
    
    80.7
    
    
    
    80.7
    
    
    
    857
    
    
    
    857Novogen Limited (UK)
    
    UK
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Promensil Limited
    
    UK
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    Novogen BV
    
    Netherlands
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    Novogen Canada Limited
    
    Canada
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    Marshall Edwards, Inc.
    
    US
    
    
    71.3
    
    
    
    71.3
    
    
    
    6,712
    
    
    
    6,712Marshall Edwards Pty Limited #
    
    Australia
    
    
    71.3
    
    
    
    71.3
    
    
    
    
    
    
    
    16,723
    
    
    
    16,723
  
 ^
    
    Entities subject to class order relief Pursuant to Class Order 98/1418
(as amended) issued by the Australian Securities and Investment
Commission, relief has been granted to these companies from the Corporations Act 2001 requirements
for preparation, audit and lodgement of their financial reports.As a condition of the Class Order, Novogen Limited and the controlled entities subject to the Class
Order (the Closed Group), entered into a Deed of Cross Guarantee on 28 May, 1999. The effect of
the deed is that Novogen Limited has guaranteed to pay any deficiency in the event of winding up of
the controlled entities. The controlled entities have also given a similar guarantee in the event
that Novogen Limited is wound up.#
    
    Entities that meet the requirements of small proprietary limited corporations.*
    
    The proportion of ownership interest is equal to the proportion of voting power held. 135




---



##### 



Consolidated Statement of Comprehensive Income
 CLOSED GROUP2010
    
    2009A$000
    
    A$000Loss from continuing operations before income tax
    
    
    (4,876
    )
    
    
    (6,395
    )Income tax expense
    
    
    
    
    
    
    Loss after tax from continuing operations
    
    
    (4,876
    )
    
    
    (6,395
    )Accumulated losses at the beginning of the period
    
    
    (117,015
    )
    
    
    (111,224
    )Net income recognised directly in equity
    
    
    223
    
    
    
    604Accumulated losses at the end of the financial year
    
    
    (121,668
    )
    
    
    (117,015
    )
 Consolidated Statement of Financial Position
 CLOSED GROUP2010
    
    2009A$000
    
    A$000CURRENT ASSETSCash and cash equivalents
    
    
    4,264
    
    
    
    9,164Trade and other receivables
    
    
    2,440
    
    
    
    2,161Inventories
    
    
    1,068
    
    
    
    827Other current assets
    
    
    348
    
    
    
    489Total current assets
    
    
    8,120
    
    
    
    12,641NON-CURRENT ASSETSProperty, plant and equipment
    
    
    155
    
    
    
    329Other financial assets
    
    
    6,712
    
    
    
    6,712Total non-current assets
    
    
    6,867
    
    
    
    7,041TOTAL ASSETS
    
    
    14,987
    
    
    
    19,682CURRENT LIABILITIESTrade and other payables
    
    
    2,854
    
    
    
    2,653Provisions
    
    
    549
    
    
    
    708Total current liabilities
    
    
    3,403
    
    
    
    3,361NON-CURRENT LIABILITIESProvisions
    
    
    152
    
    
    
    236Total non-current liabilities
    
    
    152
    
    
    
    236TOTAL LIABILITIES
    
    
    3,555
    
    
    
    3,597NET ASSETS
    
    
    11,432
    
    
    
    16,085EQUITYContributed equity
    
    
    133,100
    
    
    
    133,100Accumulated losses
    
    
    (121,668
    )
    
    
    (117,015
    )TOTAL EQUITY
    
    
    11,432
    
    
    
    16,085
 136




---



##### 



Note 18 REMUNERATION OF AUDITORS
 Consolidated2010
    
    2009A$
    
    A$Amounts received or due and receivable by BDO for:(a) an audit or review of the financial report of the
entity and any other entity in the consolidated
group;
    
    
    333,285
    
    
    
    328,726(b) other services in relation to the entity and any
other entity in the consolidated entity. Tax compliance services
    
    
    25,960
    
    
    
    50,650 MEI S3/S8 audit and review services
    
    
    
    
    
    
    3,381 Other
    
    
    
    
    
    
    6,240359,245
    
    
    
    388,997Amounts received or due and receivable by other
entities in the BDO network for other services in
relation to the entity and any other entity in the
consolidated entity. Tax compliance services
    
    
    3,681
    
    
    
    4,359 Administrative matters
    
    
    2,545
    
    
    
    30,4566,226
    
    
    
    34,815Amounts received or due and receivable by non BDO
audit firms for: an audit or review of the financial report of the
entity and any other entity in the consolidated
group, for local statutory purposes
    
    
    21,044
    
    
    
    22,229 other non-audit services  local statutory auditors
    
    
    38,123
    
    
    
    46,70559,167
    
    
    
    68,934424,638
    
    
    
    492,746
 137




---



##### 



Note 19 DIRECTOR AND EXECUTIVE DISCLOSURES
 a) Compensation of key management personnel
 Consolidated2010
    
    2009A$
    
    A$Short term employee benefits
    
    
    2,310,137
    
    
    
    2,705,031Post employment benefits
    
    
    285,707
    
    
    
    532,290Long term employee benefits
    
    
    44,157
    
    
    
    (52,228
    )Termination payments
    
    
    2,201,366
    
    
    
    Share-based payment
    
    
    142,094
    
    
    
    347,921Total Compensation
    
    
    4,983,461
    
    
    
    3,533,014
  138




---



##### 



b) Option holding of key management personnel
  Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested and
    
    Notbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    exercisable
    
    exercisableperiod
    
    Granted as
    
    Options
    
    Net change
    
    end of period
    
    30 June,
    
    30 June,1 July, 2009
    
    remuneration
    
    exercised
    
    other
    
    30 June, 2010
    
    2010
    
    2010Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberExecutive DirectorsC Naughton
    
    
    309,860
    
    
    
    
    
    
    
    
    
    
    
    (309,860
    )
    
    
    
    
    
    
    
    
    
    
    AJ Husband
    
    
    230,428
    
    
    
    
    
    
    
    
    
    
    
    (22,592
    )
    
    
    207,836
    
    
    
    131,754
    
    
    
    76,082ExecutivesDR Seaton
    
    
    441,100
    
    
    
    
    
    
    
    
    
    
    
    (441,100
    )
    
    
    
    
    
    
    
    
    
    
    WJ Lancaster (US)
    
    
    209,288
    
    
    
    
    
    
    
    
    
    
    
    (209,288
    )
    
    
    
    
    
    
    
    
    
    
    BM Palmer
    
    
    238,784
    
    
    
    
    
    
    
    
    
    
    
    (12,392
    )
    
    
    226,392
    
    
    
    99,921
    
    
    
    126,471CD Kearney
    
    
    245,172
    
    
    
    
    
    
    
    
    
    
    
    (12,088
    )
    
    
    233,084
    
    
    
    103,359
    
    
    
    129,725RL Erratt
    
    
    225,900
    
    
    
    
    
    
    
    
    
    
    
    (12,264
    )
    
    
    213,636
    
    
    
    94,958
    
    
    
    118,678MG Hinze @
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,376
    
    
    
    140,376
    
    
    
    60,813
    
    
    
    79,563Total
    
    
    1,900,532
    
    
    
    
    
    
    
    
    
    
    
    (879,208
    )
    
    
    1,021,324
    
    
    
    490,805
    
    
    
    530,519
 
 @
    
    Mr Hinze was appointed as CFO on 20 June, 2010. Options held prior to his appointment as CFO
are shown in net changes. Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested and
    
    Notbeginning of
    
    
    
    
    
    
    
    
    
    Net
    
    Balance at
    
    exercisable
    
    exercisableperiod
    
    Granted as
    
    Options
    
    change
    
    end of period
    
    30 June,
    
    30 June,1 July, 2008
    
    remuneration
    
    exercised
    
    other
    
    30 June, 2009
    
    2009
    
    2009Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberExecutive DirectorsC Naughton
    
    
    91,196
    
    
    
    218,664
    
    
    
    
    
    
    
    
    
    
    
    309,860
    
    
    
    100,264
    
    
    
    209,596AJ Husband
    
    
    118,392
    
    
    
    126,928
    
    
    
    
    
    
    
    (14,892
    )
    
    
    230,428
    
    
    
    102,387
    
    
    
    128,041ExecutivesDR Seaton
    
    
    243,884
    
    
    
    212,108
    
    
    
    
    
    
    
    (14,892
    )
    
    
    441,100
    
    
    
    102,028
    
    
    
    339,072WJ Lancaster (US)
    
    
    107,736
    
    
    
    109,400
    
    
    
    
    
    
    
    (7,848
    )
    
    
    209,288
    
    
    
    44,859
    
    
    
    164,429BM Palmer
    
    
    132,868
    
    
    
    114,160
    
    
    
    
    
    
    
    (8,244
    )
    
    
    238,784
    
    
    
    55,715
    
    
    
    183,069CD Kearney
    
    
    136,360
    
    
    
    117,004
    
    
    
    
    
    
    
    (8,192
    )
    
    
    245,172
    
    
    
    57,176
    
    
    
    187,996RL Erratt
    
    
    127,176
    
    
    
    106,880
    
    
    
    
    
    
    
    (8,156
    )
    
    
    225,900
    
    
    
    53,813
    
    
    
    172,087Total
    
    
    957,612
    
    
    
    1,005,144
    
    
    
    
    
    
    
    (62,224
    )
    
    
    1,900,532
    
    
    
    516,242
    
    
    
    1,384,290
 139




---



##### 



Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Vested and
    
    Notbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    end of period
    
    exercisable
    
    exercisableperiod
    
    Granted as
    
    Options
    
    Net
    
    30 June,
    
    30 June,
    
    30 June,1 July, 2009
    
    remuneration
    
    exercised
    
    change other
    
    2010
    
    2010
    
    2010Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    Number
    
    NumberExecutivesDP Gold
    
    
    
    
    
    
    220,390
    
    
    
    
    
    
    
    
    
    
    
    220,390
    
    
    
    
    
    
    
    220,390TM Zech
    
    
    
    
    
    
    73,463
    
    
    
    
    
    
    
    
    
    
    
    73,463
    
    
    
    
    
    
    
    73,463Total
    
    
    
    
    
    
    293,853
    
    
    
    
    
    
    
    
    
    
    
    293,853
    
    
    
    
    
    
    
    293,853
 c) Shareholdings of key management personnel and their related parties
  Balance
    
    Granted as
    
    On exercise
    
    Net change
    
    Balance1 July, 2009
    
    remuneration
    
    of options
    
    other
    
    30 June, 2010Number Ord
    
    Number Ord
    
    Number Ord
    
    Number Ord
    
    Number OrdExecutive DirectorsPA Johnston
    
    
    73,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,594C Naughton #
    
    
    633,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    633,511AJ Husband
    
    
    102,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,920GM Leppinus
    
    
    11,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,883PJ Nestel AO
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,000WD Rueckert *
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000PB Simpson #
    
    
    5,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,500ExecutivesDR Seaton #
    
    
    37,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,378BM Palmer
    
    
    205,636
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,636CD Kearney
    
    
    8,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,850RL Erratt
    
    
    271,368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271,368MG Hinze @
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,728
    
    
    
    14,728Total
    
    
    1,387,640
    
    
    
    
    
    
    
    
    
    
    
    14,728
    
    
    
    1,402,368
 
 #
    
    Closing balance represents the shareholding at the time the key management personnels
employment ceased with the company.*
    
    Shares held as sponsored ADRs.@
    
    Mr Hinze was appointed as CFO on 20 June, 2010. Shares held prior to his appointment as CFO are
shown in net changes. 140




---



##### 



Balance
    
    Granted as
    
    On exercise
    
    Net change
    
    Balance1 July, 2008
    
    remuneration
    
    of options
    
    other
    
    30 June, 2009Number Ord
    
    Number Ord
    
    Number Ord
    
    Number Ord
    
    Number OrdExecutive DirectorsPA Johnston
    
    
    73,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,594C Naughton
    
    
    633,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    633,511AJ Husband
    
    
    102,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,920GM Leppinus
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    8,883
    
    
    
    11,883PJ Nestel AO
    
    
    32,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,000WD Rueckert *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000PB Simpson
    
    
    5,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,500ExecutivesDR Seaton
    
    
    37,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,378BM Palmer
    
    
    205,636
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,636CD Kearney
    
    
    8,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,850RL Erratt
    
    
    231,368
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    271,368Total
    
    
    1,333,757
    
    
    
    
    
    
    
    
    
    
    
    53,883
    
    
    
    1,387,640
  141




---



##### 



Note 20 CONTINGENT ASSETS AND CONTINGENT LIABILITIES
 Guarantees
 (a)
    
    The Company is continuing to prosecute its IP rights and in June 2007 announced that the
Vienna Commercial Court had upheld a provisional injunction against an Austrian company,
APOtrend. The Company has provided a guarantee to the value of 250,000 with the court to
confirm its commitment to the ongoing enforcement process.(b)
    
    As a condition of establishing bank facilities Novogen Limited and its controlled entities
Novogen Laboratories Pty Ltd and Novogen Research Pty Ltd have entered into a Guarantee and
Indemnity with St George Bank in January 1997. The effect of the guarantee is to guarantee
amounts owed to the bank by any of the above Novogen companies.
 Note 21 DIVIDENDS
  Note 22 EVENTS AFTER THE BALANCE SHEET DATE
 Novogen Limited
   142




---



##### 



Marshall Edwards, Inc.
    143




---



##### 



144




---



##### 



145




---



##### 



SIGNATURES
  NOVOGEN LIMITEDMark Hinze
Chief Financial OfficerDate: December 9, 2010 146




---



##### 



Exhibit Index
  ExhibitNo.
    
    Exhibit Description1.1
    
    Constitution of Novogen Limited (formerly known as the
Memorandum of Association and Articles of Association). (1)2.1
    
    Deposit Agreement as further amended and restated, dated as of
September 29, 2005, among Novogen Limited, the Bank of New
York, as Depositary, and owners and holders from time to time
of ADRs issued thereunder. (2)4.1
    
    Employment Contract between the Company and Mr. C. Naughton
dated June 21, 2006. (4)4.2
    
    Lease between Hyperion Property Syndicates Limited (Lessor)
and Novogen Laboratories Pty Ltd for the Companys corporate
headquarters at 140 Wicks Road, North Ryde, New South Wales.
(*)4.3
    
    Employment Contract between the Company and Professor Alan
Husband dated March 10, 2010. (*)4.4
    
    Employment Contract between the Company and Bryan Palmer dated
March 10, 2010. (*)4.5
    
    Employment Contract between the Company and Craig Kearney
dated March 10, 2010. (*)4.6
    
    Employment Contract between the Company and David Seaton dated
March 10, 2010. (*)4.7
    
    Employment Contract between the Company and Ronald Erratt
dated March 10, 2010. (*)4.8
    
    Employment Contract between the Company and Warren Lancaster
dated March 10, 2010. (*)4.9
    
    Employment Contract between the Company and Mark Hinze dated
September 23, 2010. (*)4.10
    
    Patent License Agreement, dated as of November 13, 1997, by
and among Novogen Limited, Novogen Research Pty Limited,
Novogen Inc. and Protein Technologies International Inc.** (6)4.11
    
    Amendment to the Patent License Agreement, dated as of June
21, 2004 by and among Novogen Limited, Novogen Research Pty
Limited, Novogen Inc. and Solae LLC (formerly known as Protein
Technologies International Inc.)** (7)
 147




---



##### 



ExhibitNo.
    
    Exhibit Description8.1
    
    Company Subsidiaries. (*)12.1
    
    Certification of the Chairman and Acting Principal Executive
Officer pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended. (*)12.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a
 14(a) of the Securities Exchange Act of 1934, as amended.
(*)13.1
    
    Certification by the Chairman and Acting Principal Executive
Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as added by Section 906 of the Sarbanes  Oxley
Act of 2002. (*)
 
 *
    
    Filed herewith.**
    
    Portions of these documents have been omitted
pursuant to a request for confidential treatment. Such omitted portions
have been filed separately with the SEC.(1)
    
    Incorporated by reference to the Registration
Statement on Form 20-F filed with the Securities and Exchange
Commission on December 24, 1998 (File No. 0-29962)(2)
    
    Incorporated by reference to the Registration
Statement on Form F-6 filed with the Securities and Exchange Commission
on September 29, 2005 (File No. 333-128681)(3)
    
    Incorporated by reference to the Annual Report
on Form 20-F filed with the Securities and Exchange Commission on
November 27, 2000 (File No. 0-29962)(4)
    
    Incorporated by reference to the Annual Report
on Form 20-F filed with the Securities and Exchange Commission on
November 29, 2006 (File No. 0-29962)(5)
    
    Incorporated by reference to the Annual Report
on Form 20-F filed with the Securities and Exchange Commission on
December 14, 2007 (File No. 0-29962)(6)
    
    Incorporated by reference to the Annual Report
on Form 20-F/A filed with the Securities and Exchange Commission on
March 20, 2009 (File No. 0-29962).(7)
    
    Incorporated by reference to the Annual Report on Form 20-F/A filed with the Securities and
Exchange Commission on May 5, 2009 (File No. 0-29962). 148